Common use of Appointment of Representative Clause in Contracts

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members.

Appointment of Representative. (a) By voting in favor Pursuant to the approval of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofauthorization of the form of this Agreement by the Company shareholders, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as is appointed, authorized and empowered to be the representative of the Company Members exclusive proxy, representative, agent and as the attorney-in-fact of each of the Company Holders (other than the holders of Dissenting Shares), with full power of substitution, to make all decisions and exclusive agent for determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of each the Company Member Holders and the Major Common Holder at any time, in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement and the Transaction Documents, and to facilitate the consummation of the transactions contemplated hereby and thereby, and in connection with respect the activities to Claims be performed by or on behalf of such Company Holders and the Major Common Holder under this Article 10 Agreement and the taking by the Representative of Transaction Documents, and each other agreement, document, instrument or certificate referred to herein or therein (including, without limitation, in connection with any and all actions and claims for remedies brought pursuant to this Agreement or the making of any decisions required or permitted to be taken by the Representative under Transaction Documents). By executing this Agreement, including the exercise Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Representative shall have the power toto take any of the following actions on behalf of such Company Holders and the Major Common Holder: (i) to give and receive notices notices, communications and communications consents under this Agreement and the Transaction Documents; (ii) to receive and distribute payments pursuant to this Agreement and the Related Agreements; (iii) to waive any provision of this Agreement and the Transaction Documents; (iv) to assert any claim or institute any action; (v) to investigate, defend, contest or litigate any action initiated by any Person against the Representative; (vi) to receive process on behalf of itself any or all such Company Holders and the Major Common Holder in any other Company Membersuch action; (vii) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, resolve and comply with orders of courts and awards of arbitrators or other third party intermediaries with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations disputes arising under this Article 10. The Company Members Agreement and their respective successorsthe Transaction Documents; (viii) to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement and the Transaction Documents; and (ix) to make, heirsexecute, estates acknowledge and assigns shall be bound by deliver all actions taken such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and documents executed by other writings, and, in general, to do any and all things and to take any and all action that the Representative Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted activities described in this Section 10.14(a) 7.1 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Memberstransactions contemplated hereby.

Appointment of Representative. (a) By voting in favor Each of the adoption of Shareholders hereby appoints Xxxx Xxxxxx as such Shareholder's exclusive agent to act on such Shareholder's behalf with respect to any and all Indemnity Claims arising under this Agreement. In such representative capacity, executing or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and delivering a Joinder 9.5 hereof, is sometimes referred to in this Agreement or participating in as the Merger "Representative." The Representative shall take, and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates Shareholders agree that the Representative as the representative of the Company Members shall take, any and as the attorney-in-fact and exclusive agent all actions which he believes are necessary or appropriate under this Agreement for and on behalf of each Company Member the Shareholders, as fully as if the Shareholders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to Claims all matters arising under this Article 10 and the such Escrow Agreement, taking by the Representative of any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the making of any decisions required foregoing matters. The Parent and such Escrow Agent shall have the right to rely upon all actions taken or permitted omitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating pursuant to this Agreement and the Escrow Agreement, all of which actions or any omissions shall be legally binding upon each of the transactions Shareholders. The Shareholders hereby agree to indemnify and other matters contemplated herebyhold harmless Xxxx Xxxxxx in his capacity as Representative from and against any loss, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnifiedliability, reimbursed damage, demand, claim, cost, suit, action or compensated for Damagescause of action, including through the forfeiture by the Company Members of all judgment, award, assessment, interest, penalty or any portion of the Holdback Amount expense (including, for the avoidance of doubtwithout limitation, by permanently withholding the payment reasonable attorneys' fees) suffered or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Membersincurred by, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims)for, (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises on account of, demand litigation ofarising from, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Xx. Xxxxxx'x role as Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Support Agreement or participating in the Merger and receiving the benefits thereof, each Company Member Indemnifying Party shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Indemnifying Parties and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Indemnifying Party for all purposes in connection with this Agreement and the agreements ancillary hereto, including with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company MemberIndemnified Party) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members Indemnifying Parties of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) Escrow Fund or through direct recovery from Company MembersIndemnifying Parties, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company MemberIndemnifying Party, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Indemnifying Party with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members Indemnifying Parties and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 10, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members Indemnifying Parties recognize and intend that the power of attorney granted in this Section 10.14(a10.12(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members Indemnifying Parties and shall be binding on any successor thereto. Each Company Member Indemnifying Party (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member Indemnifying Party and such Company MemberIndemnifying Party’s successors as if expressly confirmed and ratified in writing by such Company Member Indemnifying Party and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representativeprofessionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company MembersIndemnifying Parties, and Parent shall not be liable to any Company Member Indemnifying Party or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company MembersIndemnifying Parties (the “Requisite Indemnifying Parties”). The Representative may resign upon 20 days’ written notice delivered to the Requisite Indemnifying Parties and Parent. If the Representative shall resign, the Requisite Indemnifying Parties shall, within 20 days after such resignation, appoint a successor to the Representative. If no such successor is appointed within 20 days after such resignation, Founder shall be deemed the Representative until the Requisite Indemnifying Parties appoint a successor to the Representative. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his, her or its services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersIndemnifying Parties.

Appointment of Representative. Each Seller (aother than the ESOP) By voting hereby designates Jxxx Zar as its representative and agent (the “Representative”) to execute any and all instruments or other documents on behalf of Sellers (other than the ESOP), and to do any and all other acts or things on behalf of Sellers (other than the ESOP), which Representative may deem necessary or advisable, or which may be required pursuant to this Agreement or the Escrow Agreement or otherwise, in favor connection with the consummation of the adoption of this Agreementtransactions contemplated hereby and thereby. Each Seller (other than the ESOP) hereby irrevocably appoints, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed consents to have approved the designation of and hereby designates the Representative Jxxx Zar, his successor or his designee, to act as the representative of the Company Members and as the such Person’s attorney-in-fact and exclusive agent agent, with full power of substitution, to act in the name, place and stead of such Person with respect to the matters identified herein or arising hereunder, including the power (i) to act for such Person with regard to matters pertaining to indemnification referred to in this Agreement; (ii) to execute and deliver on behalf of each Company Member such Person all ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents Representative deems appropriate in connection with respect responding to, compromising or settling any claims made pursuant to Claims under this Article 10 Agreement and the taking by the Representative of any and all actions and the making of any decisions required or permitted Escrow Agreement; (iii) to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive all notices and communications (on behalf of itself to be given or any other Company Member) relating to received under this Agreement or and the Escrow Agreement and to receive service of process in connection with any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to claims under this Agreement or any of and the transactions or other matters contemplated hereby Escrow Agreement; and (iv) to take all other actions which under this Agreement and the Escrow Agreement may be taken by Representative and to do or refrain from doing any further act or deed on behalf of such Person which Representative deems necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect its sole discretion relating to the disposition, settlement or other handling subject matter of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or impliedthe Escrow Agreement as fully and completely as such Person could do if personally present. The Representative may engage attorneys, accountants and death or incapacity of any Seller (other professionals and experts. The Representative may in good faith (1than ESOP) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable terminate the agency and power granted hereby to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement The TBI Shareholders shall appoint Xxxxx X. Xxxxxxx or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed his duly appointed representative to have approved the designation of and hereby designates the Representative serve as the representative of the Company Members TBI Shareholders' agent and as the attorney-in-fact (the "Representative"), with full power and exclusive agent authority (including power of substitution), in the name of and for and on behalf of each Company Member with respect of the TBI Shareholders, or in its own name as Representative, to Claims under this Article 10 and the taking by the Representative of any and take all actions and the making of any decisions required or permitted to be taken by under the Representative under this Agreement, including the exercise of the power to: (i) give Escrow Agreement and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreementtransactions contemplated thereby, including the giving and Parent receiving of all accountings, reports, notices and consents and the signing of all certificates, notices, instructions and other Parent Indemnified Parties documents and making all determinations hereunder and thereunder. The authority conferred hereby shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are an agency coupled with an interest interest, and are irrevocable; (2) may be delegated all authority conferred hereby is irrevocable and not subject to termination by the Representative; and TBI Shareholders (3) shall survive or any of them), or by operation of law, whether by the death, incapacity, dissolution, liquidation, bankruptcy death or winding up of each incapacity of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contestTBI Shareholders, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreementoccurrence of any other event. The Representative shall only have the duties expressly stated in this Agreement and shall have no If any TBI Shareholder should die or become incapacitated or if any other dutysuch event should occur, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively as valid as if such death or incapacity, termination or other event had not occurred, regardless of whether or not the Representative or any other party hereto or to any other agreement contemplated hereby shall have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization received notice of such death, incapacity, termination or other event. Any notice given to sign on behalf the Representative shall constitute effective notice to each of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company MembersTBI Shareholders, and Parent shall not be liable any other party to any Company Member the Escrow Agreement or any other Person for may rely on any actions taken notice, consent, election or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or other communication received from the Representative shall constitute notice to as if such notice, consent, election or other communication had been received from each of the Company Members.TBI

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving the benefits thereofconversion of Company Common Stock, Company Options or Company Warrants, each Company Member shall be deemed to have approved Effective Time Holder approves the designation of and hereby designates the Representative as the representative of the Company Members Effective Time Holders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Effective Time Holder with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from Acquiror (on behalf of itself or of any other Company MemberAcquiror Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept 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 holders individually); (b) authorize Parent and any other applicable Parent Indemnified Party the release or delivery to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion Acquiror of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Cash in satisfaction of Claims indemnification claims by Parent Acquiror or any other Parent Acquiror Indemnified Party Person pursuant to this Article 10 11 (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to to, (Ai) Claims indemnification claims by Parent Acquiror or any other Parent Acquiror Indemnified Party Person pursuant to this Article 10 11 or (Bii) any dispute between any Parent Acquiror Indemnified Party Person and any such Company Memberholder, in each case, case relating to this Agreement, the Escrow Agreement or any of the transactions or and other matters contemplated hereby or thereby; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Effective Time Holder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns Effective Time Holders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent Acquiror and the other Parent Acquiror Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person individual serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Cash then on deposit with the Escrow Agent upon not less than ten days prior written notice to the Company MembersAcquiror. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersEffective Time Holders.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing Agreement and delivering a Joinder Agreement the consummation of the Merger or participating in the Merger and receiving the benefits thereofthereof or by signing the Transmittal Letter, each applicable Company Member Holder shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the such Company Members Holder and as the attorney-in-fact and exclusive agent for and on behalf of each such Company Member Holder with respect to Claims claims for indemnification under this Article 10 VI and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement and the Escrow Agreement, including the exercise of the power to: (i) receive amounts due from Buyer to any Company Holder under the terms of this Agreement; (ii) give and receive notices and communications to or from Buyer (on behalf of itself or of any other Company MemberBuyer Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, by this Agreement or thereby (iiexcept 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 holders individually); (iii) authorize Parent and any other applicable Parent Indemnified Party the release or delivery to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members Buyer of all or any a portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims by Parent Buyer or any other Parent Buyer Indemnified Party pursuant to this Article 10 VI (including by not objecting to such Claimsclaims), ; (iiiiv) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent Buyer or any other Parent Buyer Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, VI relating to this Agreement or the Escrow Agreement; (v) agree to, object to, negotiate, resolve, enter into settlements and compromises of, and submit to review by the Neutral Accountant any matters pursuant to Section 2.2(b); (vi) incur any costs and expenses for the account of the transactions Company Holders, manage the payment of such costs and expenses, and make all determinations which may be required or other matters contemplated hereby permitted to be taken by the Company Holders under this Agreement or the Escrow Agreement and (ivvii) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each such Company Member Holder with respect to the disposition, settlement or other handling of all Claims under this Article 10 VI and all rights or obligations arising under this Article 10VI, as well as with respect to all rights and obligations arising under Section 2.2(b). The Such Company Members and their respective successors, heirs, estates and assigns Holders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle VI and Section 2.2(b), and Parent Buyer and the other Parent Buyer Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted Representative acting in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under ’s capacity as such in connection with this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement AgreementArticle VI. The Representative shall only have the duties expressly stated in power to enforce the obligations, covenants and agreements of Buyer or Merger Sub under this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign Escrow Agreement on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersHolders.

Appointment of Representative. (a) By voting in favor Each of the adoption of Stockholders hereby appoints Willxxx X. Xxxxxx xx its exclusive agent to act on its behalf with respect to any and all Stockholder Indemnity Claims and any and all MLC Indemnity Claims arising under this Agreement, executing and delivering a Joinder Agreement or participating such other representative as may be hereafter appointed by a majority in interest of the Merger Stockholders. Such agent is hereinafter referred to as the "Representative." The Representative shall take, and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates Stockholders agree that the Representative as shall take, any and all actions which the representative of the Company Members and as the attorney-in-fact and exclusive agent Representative believes are necessary, desirable or appropriate under this Agreement for and on behalf of each Company Member the Stockholders, as fully as if such parties were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against MLC, defending all MLC Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and MLC Indemnity Claims, conducting negotiations with MLC and its representatives regarding such claims, dealing with MLC and the Escrow Agent under the Escrow Agreement referred to in Section 12.7(a) below with respect to Claims all matters arising under this Article 10 and the Escrow Agreement, taking by the Representative of any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the making of any decisions required foregoing matters. MLC shall have the right to rely upon all actions taken or permitted omitted to be taken by the Representative under pursuant to this Agreement, including all of which actions or omissions shall be legally binding upon the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated herebyStockholders. The Representative, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party acting pursuant to this Article 10 (including by not objecting to such Claims)Section 12.3, (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person Stockholder for any actions taken act or omitted from being taken by them omission, except in connection with any act or by Parent in accordance with or reliance upon any decision or action omission that was the result of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation 's bad faith or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Membersgross negligence.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofMerger, each Company Member shall be deemed to have approved Stockholder approves the designation of and hereby designates that individual who is proposed for such position as set forth in the Information Statement (the “Representative”) as the Representative as the representative of the Company Members Stockholders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Stockholder with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications (on behalf authorize the release or delivery to Acquirer of itself the Escrow Fund in satisfaction of indemnification claims by Acquirer or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Acquirer Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to to, any claim for indemnification under this Article 11; (Ac) Claims by Parent litigate, resolve, settle or compromise any other Parent Indemnified Party claim for indemnification made pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Stockholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns Stockholders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties Acquirer shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member Stockholder in the absence of gross negligence or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action willful misconduct on the part of the Representative. The Person serving as Each Company Stockholder shall severally, and not jointly, pro rata in proportion to each Company Stockholder’s Pro Rata Share, indemnify and hold harmless the Representative may resign at from and against any time and may be replaced from time to time by loss, liability or expense incurred without gross negligence or willful misconduct on the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal part of the Representative and arising out of or in connection with the Closing and/or any termination acceptance or administration of his duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection with actions taken by the Representative pursuant to the terms of this Agreement. Notices or communications Article 11 (including the hiring of legal counsel and the incurring of legal fees and costs) shall be paid directly by the Company Stockholders to or the Representative based on each Company Stockholder’s Pro Rata Share; such amounts may be paid from the Representative shall constitute notice Escrow Fund after all of Acquirer’s pending claims at the Release Date have been satisfied, and to or from each the extent that there is not a sufficient amount of the Company MembersEscrow Fund at such time to discharge such costs and expenses, such unpaid amount may be paid to the Representative, upon the Representative’s request, from the Earnout Amount, if any, and the Earnout Amount shall be accordingly reduced by such payment to the Representative.

Appointment of Representative. (ad) By voting in favor of the adoption of this AgreementAgreement and the consummation of the Merger, executing and delivering a Joinder Support Agreement or an Option Surrender Agreement or participating in the Merger and receiving the benefits thereof, each Company Member Indemnifying Party shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Indemnifying Parties and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Indemnifying Party with respect to Claims under this Article 10 9 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, the Escrow Agreement or any Company Ancillary Agreement to which such Company Indemnified Party is a party in its capacity as a Company Indemnifying Party, including the exercise of the power to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Company MemberParent Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement, any Company Ancillary Agreement to which such Company Indemnified Party is a party in its capacity as a Company Indemnifying Party, or any of the transactions and other matters contemplated herebyhereby or thereby (except to the extent that this Agreement, the Escrow Agreement or any Company Ancillary Agreement to which such Company Indemnified Party is a party in its capacity as a Company Indemnifying Party expressly contemplates that any such notice or communication shall be given or received by such Company Indemnifying Party individually), (ii) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any a portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 9 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 9 or (B) any dispute between any Parent Indemnified Party Person and any such Company MemberIndemnifying Party, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement, and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, Either Xxxx Xxxxxxx or Xxxx X’Xxxxxx may take any action as the Representative shall have no obligation to act on behalf hereunder without the signature or consent of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letterother. The Representative shall have authority and power to act on behalf of each Company Member Indemnifying Party with respect to the disposition, settlement or other handling of all Claims under this Article 10 9 and all rights or obligations arising under this Article 109. The Company Members and their respective successors, heirs, estates and assigns Indemnifying Parties shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 9, and Parent and the other Parent Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members Indemnifying Parties recognize and intend that the power of attorney granted in this Section 10.14(a9.13(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members Indemnifying Parties and shall be binding on any successor thereto. Each Company Member Indemnifying Party (xI) agrees that all actions taken by the Representative under this Agreement or the Escrow Agreement shall be binding upon such Company Member Indemnifying Party and such Company MemberIndemnifying Party’s successors as if expressly confirmed and ratified in writing by such Company Member Indemnifying Party and (yII) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Escrow Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representativeprofessionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company MembersIndemnifying Parties, and Parent shall not be liable to any Company Member Indemnified Party or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. Prior to the Effective Time, either Xxxx Xxxxxxx or Xxxx X’Xxxxxx may resign from his role as the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Fund then on deposit with the Escrow Agent upon not less than 10 Business Days’ prior written notice to Parent and the Company MembersEscrow Agent. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his, her or its services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersIndemnifying Parties.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger conversion of Company Common Stock and receiving the benefits thereofCompany Options, each Company Member shall be deemed to have approved Effective Time Holder approves the designation of and hereby designates the Representative as the representative of the Company Members Effective Time Holders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Effective Time Holder solely with respect to Claims claims for indemnification under this Article 10 and 11, which shall include the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power right to: (ia) give and receive notices and communications (on behalf of itself to or any other Company Member) from and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept 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 holders individually); (b) authorize Parent and any other applicable Parent Indemnified Party the release or delivery to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion Acquiror of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Cash in satisfaction of Claims indemnification claims by Parent or any other Parent Indemnified Party Acquiror pursuant to this Article 10 11 (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims to, indemnification claims by Parent or any other Parent Indemnified Party Acquiror pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Effective Time Holder with respect to the disposition, settlement or other handling of all Claims indemnification claims under this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns Effective Time Holders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties any indemnification claims under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties Acquiror shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person individual serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Cash then on deposit with the Escrow Agent upon not less than ten days prior written notice to the Company MembersAcquiror. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersEffective Time Holders.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Support Agreement or participating in the Merger and receiving the benefits thereof, each Company Member Indemnifying Party shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Indemnifying Parties and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Indemnifying Party with respect to Claims under this Article 10 9 and the taking by the Representative of any and all actions within the scope of this Section 9.13 and the making of any decisions required or permitted to be taken by the Representative under this Agreement, the Escrow Agreement or any Company Ancillary Agreement, including the exercise of the power to: (i) give and receive notices and communications to or from (on behalf of itself or any other Company MemberIndemnified Party) and/or the Escrow Agent relating to this Agreement Agreement, the Escrow Agreement, any Company Ancillary Agreement, or any of the transactions and other matters contemplated herebyhereby or thereby (except to the extent that this Agreement, the Escrow Agreement or any Company Ancillary Agreement expressly contemplates that any such notice or communication shall be given or received by such Indemnifying Party individually), (ii) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any a portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 9 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent an Indemnified Party pursuant to this Article 10 9 or (B) any dispute between any Parent Indemnified Party and any such Company MemberIndemnifying Party, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Indemnifying Party with respect to the disposition, settlement or other handling of all Claims under this Article 10 9 and all rights or obligations arising under this Article 109. The Company Members and their respective successors, heirs, estates and assigns Indemnifying Parties shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members Indemnifying Parties recognize and intend that the power of attorney granted in this Section 10.14(a9.13(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members Indemnifying Parties and shall be binding on any successor thereto. Each Company Member Indemnifying Party (xaa) agrees that all actions taken by the Representative within the scope of this Section 9.13(a) or under this the Escrow Agreement shall be binding upon such Company Member Indemnifying Party and such Company MemberIndemnifying Party’s successors as if expressly confirmed and ratified in writing by such Company Member Indemnifying Party and (ybb) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Escrow Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representativeprofessionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company MembersIndemnifying Parties, and Parent shall not be liable to any Company Member Indemnifying Party or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Fund then on deposit with the Escrow Agent upon not less than 10 Business Days’ prior written notice to Parent and the Company MembersEscrow Agent. No bond The Person serving as the Representative may resign at any time, in which case the holders of a majority in interest of the Escrow Fund then on deposit with the Escrow Agent shall, within 10 days after such resignation, appoint a successor Representative who shall be required reasonably satisfactory to Parent. Neither the removal of the then acting Representative nor the appointment of a successor Representative shall be effective until the delivery to Parent of an acknowledgement signed by the successor Representative that he, she or it accepts the responsibility of successor the Representative and agrees to perform and be bound by all of the provisions of this Agreement, the Escrow Agreement and any other agreement entered into or document delivered in connection with the transactions contemplated by this Agreement applicable to the Representative. The immunities and rights to indemnification shall survive After the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices Closing, notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersIndemnifying Parties.

Appointment of Representative. (a) By voting in favor Each of the adoption of Stockholders (other than FARS) hereby appoints James M. Seneff, Jr. as its exclusive agent to act on its behalf wixx xxxxxxx xx xxx xxd all Stockholder Indemnity Claims and any and all CHP Indemnity Claims arising under this Agreement and for such other purposes specified in this Agreement. In the event that James M. Seneff, executing Jr. is unable or unwilling to serve in such capacixx, xxxx xxxxxxx xxxresentative of the Stockholders (other than FARS) may be appointed by a majority in interest of the Stockholders (other than FARS). Such agent is herein referred to as the "Representative." The Representative shall take, and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates Stockholders (other than FARS) agree that the Representative as shall take, any and all actions which the representative of the Company Members and as the attorney-in-fact and exclusive agent Representative believes are necessary or appropriate under this Agreement for and on behalf of each Company Member the Stockholders (other than FARS), as fully as if such Parties were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against CHP, defending all CHP Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and CHP Indemnity Claims, conducting negotiations with respect to Claims under this Article 10 CHP and the its representatives regarding such claims, taking by the Representative of any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the making of any decisions required foregoing matters. CHP shall have the right to rely upon all actions taken or permitted omitted to be taken by the Representative under pursuant to this Agreement, including all of which actions or omissions shall be legally binding upon the exercise of the power to: Stockholders (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated herebythan FARS). The Representative, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party acting pursuant to this Article 10 (including by not objecting to such Claims)Section 12.3, (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person Stockholder for any actions taken act or omitted from being taken by them omission, except in connection with any act or by Parent in accordance with or reliance upon any decision or action omission that was the result of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation 's bad faith or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Membersgross negligence.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofMerger, each ----------------------------- of the Company Member shall be deemed to have approved Shareholders approves the designation of and hereby designates Xxxxx Xxxxx as the Representative as the representative of the Company Members Shareholders and as the attorney-in-in- fact and exclusive agent for and on behalf of each Company Member Shareholder with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including including, without limitation, the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (iia) authorize the release or delivery to Parent of shares of Parent Common Stock and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject assets deposited in escrow pursuant to the Holdback Amount) or through direct recovery from Company Members, terms of Section 2.5 and Article 11 hereof in satisfaction of Claims indemnity claims by Parent or any other Parent Indemnified Party Person (as defined herein) pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation arbitration of, and comply with orders of courts and awards of arbitrators with respect to to, such claims; (Ac) Claims by Parent arbitrate, resolve, settle or compromise any other Parent Indemnified Party claim for indemnity made pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Member Shareholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 11 hereof and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns shall Shareholders will be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties shall will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall will not be liable to any Company Member Shareholder in the absence of gross negligence or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action willful misconduct on the part of the Representative. The Person serving as Company Shareholders shall severally indemnify the Representative may resign at and hold him harmless against any time and may be replaced from time to time by loss, liability or expense incurred without gross negligence or willful misconduct on the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal part of the Representative and arising out of or in connection with the Closing and/or acceptance or administration of his duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection with actions taken by the Representative pursuant to the terms of Article 11 (including without limitation the hiring of legal counsel and the incurring of legal fees and costs) will be paid by the Company Shareholders to the Representative pro rata in proportion to their respective percentage equity interests as reflected in Schedule 3.4.1(a) to the Company Disclosure Letter, which Company Shareholders ----------------- shall be entitled to reimbursement by Parent if Parent is determined to be a Non-Prevailing Party pursuant to Section 11.8(c)(i) below. A copy of any termination of this Agreement. Notices or communications notice sent to or from by the Representative hereunder shall constitute notice be simultaneously sent to Pharmacia Corporation, 000 Xxxxx 000 Xxxxx, Xxxxxxx, Xxx Xxxxxx 00000, Fax: 000-000-0000, Attn: Xxxx Xxxxxxxxx. The Representative shall provide any information regarding any indemnification or from each of the escrow matters hereunder reasonably requested by a Company MembersShareholder.

Appointment of Representative. (a) By voting in favor of At the adoption of this AgreementClosing, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member Sxxxxxx Xxxxx shall be deemed to have approved the designation of and hereby designates the Representative appointed as the representative of the Company Members Series E Holders and Plan Participants and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Series E Holder and Plan Participant (the “Representative”) with respect to Claims under claims for indemnification pursuant to this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under pursuant to this Agreement, including the exercise of the power to: (ia) give and receive notices and communications (on behalf of itself authorize the release or any other Company Member) relating delivery to this Agreement or any Acquirer of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through cash in the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims by Parent or indemnification claims of any other Parent Indemnified Party Person pursuant to this Article 10 10; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or to, any other Parent Indemnified Party claim for indemnification pursuant to this Article 10 10; (c) resolve, settle or (B) compromise any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating claim for indemnification made pursuant to this Agreement or any of the transactions or other matters contemplated hereby Article 10; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Member Series E Holder and Plan Participant with respect to the disposition, settlement or other handling of all Claims under claims for indemnification pursuant to this Article 10 and all rights or obligations arising under this Article 10. The Company Members Series E Holders and their respective successors, heirs, estates and assigns shall Plan Participants will be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 10, and Parent and the other Parent Indemnified Parties shall Persons will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest will not be liable to any Series E Holder or Plan Participant in the absence of gross negligence or willful misconduct on the part of the Representative. Any out-of-pocket costs and are irrevocable; (2) may be delegated expenses reasonably incurred by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all Representative in connection with actions taken by the Representative under pursuant to the terms of this Agreement shall Article 10 (including the hiring of counsel and the incurring of legal fees and costs) will be binding upon such Company Member paid directly by the Series E Holders and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available the Plan Participants to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative on a pro rata basis based on such reliance shall be deemed conclusively to have been taken in good faith; Series E Holder’s and (2) reasonably assume that a signatory has proper authorization to sign on behalf Plan Participants Pro Rata Share of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company MembersDefense Amount, and Parent shall not no such amounts will be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or paid from the Representative shall constitute notice to or from each of the Company MembersEscrow Fund.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving accepting the benefits thereof, each Company Member Stockholder shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Stockholders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Stockholder with respect to Claims claims for indemnification under this Article 10 IX, for purposes of Section 10.11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from PAR3 (on behalf of itself or of any other Company MemberPAR3 Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept 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 holders individually); (b) authorize Parent and any other applicable Parent Indemnified Party the release or delivery to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members PAR3 of all or any a portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Shares in satisfaction of Claims indemnification claims by Parent PAR3 or any other Parent PAR3 Indemnified Party Person pursuant to this Article 10 IX (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to to, (Ai) Claims indemnification claims by Parent PAR3 or any other Parent PAR3 Indemnified Party Person pursuant to this Article 10 IX or claims against PAR3 pursuant to Section 10.11 or (Bii) any dispute between any Parent PAR3 Indemnified Party Person and any such Company Memberholder, in each case, case relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Stockholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 IX and all rights or obligations arising under this Article 10IX. The Company Members and their respective successors, heirs, estates and assigns Stockholders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle IX, and Parent PAR3 and the other Parent PAR3 Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person individual serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Shares then on deposit with the Escrow Agent upon not less than ten days prior written notice to the Company MembersPAR3. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersStockholders.

Appointment of Representative. (a) By voting in favor of the Merger and adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofconversion of Company Stock, each Company Member shall be deemed to have approved Stockholder approves the designation of and hereby designates the Representative as the representative of the Company Members Stockholder and as the attorney-in-fact and exclusive agent for and on behalf of each the Company Member Stockholder with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf to or from Acquiror and object to, negotiate and resolve any calculation of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, Net Working Capital set forth in Section 2.9; (ii) authorize Parent give and any other applicable Parent Indemnified Party receive notices and communications to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, Acquiror and object to, negotiatenegotiate and resolve any indemnity claims set forth in Article 11, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts including with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party the Litigation, the Litigation Side Letter and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby Special Indemnity Side Letter; and (iviii) take all actions necessary or appropriate in the judgment of the 16 WA 4941984.13 WCSR 32390522v12 Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns Stockholders shall be bound by all actions and decisions taken and documents executed consents and instructions given by the Representative in connection with the Representative’s duties under this Agreement, and Parent Acquiror shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement (including Section 11) and the other Parent Indemnified Parties shall be entitled to rely conclusively on (without further evidence of any action kind whatsoever), and shall be relieved from any liability to any Person for any acts done by them in accordance with, any such action, decision, consent or decision instruction of the RepresentativeRepresentative on behalf of any Company Stockholder as being fully binding upon such Person. Any decision or action by the Representative hereunder, including any agreement between the Representative and Acquiror relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Company Stockholders and shall be final, binding and conclusive upon each such Person. No Company Stockholder shall have the right to object to, dissent from, protest or otherwise contest the same. The Company Members recognize and intend that provisions of this Section 2.7, including the power of attorney granted in this Section 10.14(a) hereby, are independent and the powersseverable, immunities are irrevocable and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to terminated by any Company Member or act of any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with operation of law, whether by death or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementother event. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersStockholders. The Person serving as the Representative may be replaced from time to time by the holders of a majority in interest of the Pro Rata Shares upon not less than ten (10) days prior written notice to Acquiror, which notice shall specify the Person replacing the Representative, the effective date of such replacement and other information reasonably requested by Acquiror. No bond shall be required of the Representative, and the Representative shall receive no compensation for his, her or its services. The Representative shall elect a manager to act on behalf on the Representative authorized to act on behalf of the Representative pursuant to its Organizational Documents and shall not change the manager or authorize additional officers to act on behalf of the Representative without prior notice to Acquiror and delivery of a new Representative Certificate. Acquiror shall be permitted to conclusively rely solely on the actions of the manager of the Representative as set forth in the most recently delivered Representative Certificate.

Appointment of Representative. (a) By voting Each Seller hereby designates Spell as its representative and agent (the “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 the Representative may deem necessary or advisable, or which may be required pursuant to this Agreement or the Escrow Agreement or otherwise, in favor connection with the consummation of the adoption of this Agreementtransactions contemplated hereby and thereby. Each Seller hereby irrevocably appoints, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed consents to have approved the designation of and hereby designates the Representative Spell, its successor or its designee, to act as the representative of the Company Members and as the such Person’s attorney-in-fact and exclusive agent agent, with full power of substitution, to act in the name, place and stead of such Person with respect to the matters identified herein or arising hereunder, including the power (i) to act for such Person with regard to matters pertaining to indemnification referred to in this Agreement; (ii) to execute and deliver on behalf of each Company Member such Person all ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents the Representative deems appropriate in connection with respect responding to, compromising or settling any claims made pursuant to Claims this Agreement and the Escrow Agreement; (iii) to give and receive all notices and communications to be given or received under this Article 10 Agreement and the taking by the Representative Escrow Agreement and to receive service of process in connection with any and all actions claims under this Agreement and the making of any decisions required or permitted Escrow Agreement; and (iv) to take all other actions which under this Agreement and the Escrow Agreement may be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (to do or refrain from doing any further act or deed on behalf of itself or any other Company Member) relating to this Agreement or any of such Person which the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions Representative deems necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect its sole discretion relating to the disposition, settlement or other handling subject matter of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or impliedthe Escrow Agreement as fully and completely as such Person could do if personally present. The Representative may engage attorneys, accountants death or incapacity of any Seller shall not terminate the agency and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it power granted hereby to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members.

Appointment of Representative. Each Principal Stockholder (aother than Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx) By voting in favor of hereby appoints Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV, L.P. (the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members and as "Representative") the attorney-in-fact of such Principal Stockholder, with full power and exclusive agent authority, including power of substitution, acting in the name of and for and on behalf of each Company Member such Principal Stockholder to amend or waive any provision of this Agreement, to terminate this Agreement pursuant to the provisions of Section7, in its sole discretion, and to do all other things and to take all other actions under or related to this Agreement which, in its discretion, it may consider necessary or proper to effectuate the transactions contemplated hereunder and to resolve any dispute with respect APAC over any aspect of this Agreement and on behalf of such Stockholder, to Claims under this Article 10 and enter into any agreement to effectuate any of the taking foregoing which shall have the effect of binding such Stockholder as if such Stockholder had personally entered into such agreement; provided, however, that all actions taken or decisions made by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns Stockholders shall be bound by taken or made in a manner which is ratably and equitably amongst all actions taken Stockholders. This appointment and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are shall be deemed as coupled with an interest and are irrevocable; (2) may all authority conferred hereby shall be delegated irrevocable and shall not be subject to termination by the Representative; and (3) shall survive operation of law, whether by the death, incapacity, dissolution, liquidation, bankruptcy or winding up dissolution of each any Stockholder or the occurrence of any other event or events, and the Company Members and shall be binding on Representative may not terminate this power of attorney with respect to any successor theretoStockholder or such Stockholder's successors or assigns without the consent of APAC. Each Company Member Principal Stockholder (xother than Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx) agrees that all actions taken by to hold the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives harmless from any and all defenses loss, damage, or liability and expenses (including legal fees) which such Stockholder may be available to contest, negate or disaffirm the sustain as a result of any action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative. In the event this Agreement is terminated pursuant to Section7 prior to Closing, the appointment contemplated by this Section2(g) shall immediately terminate and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice promptly return such certificates and related stock powers to or from each of the Company MembersStockholders.

Appointment of Representative. (a) By voting in favor Each Stockholder hereby appoints ----------------------------- Xxxxxx Xxxxxxxxxxx as its exclusive agent to act on its behalf with respect to all of the adoption of transactions contemplated under this Agreement, executing including without limitation, the Registration Rights Agreement, the Escrow Agreement and delivering any and all Stockholder Indemnity Claims and any and all Xxxxxx Indemnity Claims ("Claim" or "Claims") arising under this Agreement, or such other representative as may be hereafter appointed by a Joinder Agreement or participating majority in interest of the Merger Stockholders. Such agent is hereinafter referred to as the "Representative." The -------------- Representative shall take, and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates Stockholder agrees that the Representative as shall take, any and all actions which the representative of the Company Members and as the attorney-in-fact and exclusive agent Representative believes are necessary or appropriate under this Agreement for and on behalf of each Company Member Stockholder, as fully as if such Stockholder were acting on his own behalf, including, without limitation, executing on their behalf all documents required to close this Agreement, asserting Stockholder Indemnity Claims against Xxxxxx, defending all Xxxxxx Indemnity Claims, consenting to, compromising or settling all Claims, conducting negotiations with Xxxxxx and its representatives regarding such Claims, dealing with Xxxxxx and the Escrow Agent under the Escrow Agreement referred to in Section 11.7(a) below with respect to Claims all matters arising under this Article 10 and the Escrow Agreement, taking by the Representative of any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the making of any decisions required foregoing matters. Xxxxxx shall have the right to rely upon all actions taken or permitted omitted to be taken by the Representative under pursuant to this Agreement, including all of which actions or omissions shall be legally binding upon the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated herebyStockholders. The Representative, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party acting pursuant to this Article 10 (including by not objecting to such Claims)Section 11.3, (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person Stockholder for any actions taken act or omitted from being taken by them omission, except in connection with any act or by Parent in accordance with or reliance upon any decision or action omission that was the result of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation 's bad faith or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Membersgross negligence.

Appointment of Representative. (a) By voting executing this Agreement and in favor the case of Xxxxx Xxxx, the adoption of this Xxxx Separation Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving accepting the benefits hereof and thereof, each Company Member Securityholder shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Securityholder and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Securityholder with respect to Claims the matters set forth in Section 2.3 of this Agreement and claims for indemnification under this Article 10 XI and the taking by the Representative of any and all other actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications to or from Buyer (on behalf of itself or of any other Company MemberBuyer Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, 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 holders individually); (ii) authorize Parent and any other applicable Parent Indemnified Party the release or delivery to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members Buyer of all or any a portion of the Holdback Escrow Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims indemnification claims by Parent Buyer or any other Parent Buyer Indemnified Party Person pursuant to this Article 10 XI (including by not objecting to such Claimsclaims), ; (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to to, (A) Claims indemnification claims by Parent Buyer or any other Parent Buyer Indemnified Party Person pursuant to this Article 10 XI or (B) any dispute between any Parent Buyer Indemnified Party Person and any such Company Memberholder, in each case, case relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement; and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Securityholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 XI and all rights or obligations arising under this Article 10XI. The Company Members and their respective successors, heirs, estates and assigns Securityholders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle XI, and Parent Buyer and the other Parent Buyer Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person individual serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Amount then on deposit with the Escrow Agent upon not less than 10 days prior written notice to the Company MembersBuyer. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersSecurityholders.

Appointment of Representative. Each Other Investor that held shares of capital stock of GLDD (aeach, a “GLDD Investor”) By voting in favor of hereby acknowledges and agrees to the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative appointment of the Company Members Representative (and its successors designated in accordance with the Merger Agreement) as the such GLDD Investor’s representative and attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the such GLDD Investor (whether in its capacity as a holder of Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative Capital Stock or otherwise) in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection accordance with the Representative’s duties under this Merger Agreement, and Parent further acknowledges and agrees to all of the terms of the Merger Agreement. Without limiting the generality of the foregoing, the Company Representative, in such capacity, shall have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under the Merger Agreement and any other document delivered in connection therewith. The Company, the Buyer, and the other Parent Indemnified Parties Escrow Agent shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated actions taken by the Representative; and (3) shall survive Company Representative without independent inquiry into the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each capacity of the Company Members Representative so to act. All actions, notices, communications and determinations by the Company Representative to carry out such functions shall conclusively be deemed to have been authorized by, and shall be binding on upon, such GLDD Investor. Furthermore, as provided in the Merger Agreement, neither the Company Representative nor any successor thereto. Each Company Member (x) agrees that all of its officers, directors, employees, agents or representatives shall have any liability to such GLDD Investor with respect to actions taken or omitted to be taken by the Company Representative under this Agreement in such capacity (or any of its officers, directors, employees, agents or representatives in connection therewith), except with respect to the Company Representative’s gross negligence or willful misconduct, and the Company Representative (for itself and its officers, directors, employees, agents and representatives) shall be binding upon entitled to full reimbursement for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Company Representative in such capacity (or any of its officers, directors, employees, agents or representatives in connection therewith), and to full indemnification against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and Representative (y) waives any and all defenses which may be available to contest, negate or disaffirm the action except for those arising out of the Representative taken in good faith under this Agreement Company Representative’s gross negligence or willful misconduct), including the Representative Engagement Agreementcosts and expenses of investigation and defense of claims, by the holders of Company Capital Stock. The Representative shall only have the duties expressly stated in this Agreement GLDD Investor hereby reaffirms, approves, accepts and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuineadopts, and (z) informationhereby agrees to comply with and perform, reports, statements all of the acknowledgements and opinions prepared or presented by such professionals engaged agreements made by the Representative, and any action taken by the Company Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority Company Capital Stock in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative Agreement and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Membersother documents delivered in connection therewith.

Appointment of Representative. (a) By voting in favor Pursuant to the approval of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofauthorization of the form of this Agreement by the Voting Holders, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as is appointed, authorized and empowered to be the representative of the Company Members exclusive proxy, representative, agent and as the attorney-in-fact of each of the Company Holders (other than the holders of Dissenting Shares), with full power of substitution, to make all decisions and exclusive agent for determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of each the Company Member Holders at any time, in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement, the Escrow Agreement and Payment Agent Agreement, and to facilitate the consummation of the transactions contemplated hereby and thereby, and in connection with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted activities to be taken performed by the Representative or on behalf of such Company Holders under this Agreement, including and each other agreement, document, instrument or certificate referred to herein or therein (including, without limitation, in connection with any and all claims for remedies brought pursuant to this Agreement). By executing this Agreement, the exercise Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Representative shall have the power toto take any of the following actions on behalf of such Company Holders: (i) to give and receive notices notices, communications and communications consents under this Agreement; (ii) to receive and distribute payments pursuant to this Agreement, the Escrow Agreement, and the Payment Agent Agreement; (iii) to waive any provision of this Agreement, the Escrow Agreement, and the Payment Agent Agreement; (iv) to assert any claim or institute any Action; (v) to investigate, defend, contest or litigate any Action initiated by any Person against the Representative; (vi) to receive process on behalf of itself any or all such Company Holders in any other Company Membersuch Action; (vii) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation 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, the Escrow Agreement, and the Payment Agent Agreement; (Aviii) Claims by Parent to agree to any offsets or any other Parent Indemnified Party pursuant additions or subtractions of amounts to be paid under this Article 10 or Agreement, the Escrow Agreement, and the Payment Agent Agreement; and (Bix) any dispute between any Parent Indemnified Party to make, execute, acknowledge and any deliver all such Company Memberother agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Section 8.1 and the transactions contemplated hereby. In connection with obtaining the Stockholder Approval the Company shall obtain formal consent from each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment Voting Holders of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations appointment of the Representative in any ancillary agreement, schedule, exhibit or accordance with the Company Disclosure Letter. The Representative shall have authority and power to act on behalf terms of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersVIII.

Appointment of Representative. (a) By voting in favor virtue of the adoption approval of this AgreementAgreement by the Company Shareholders, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofwithout further action of any Company Shareholder, each Company Member Shareholder shall be deemed to have approved the designation of irrevocably constituted and hereby designates the appointed Xxxx Xxxxxx as Representative as the representative of the Company Members Shareholders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Shareholder with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (iia) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims indemnity claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation arbitration of, and comply with orders of courts and awards of arbitrators with respect to to, such claims; (Ac) Claims by Parent arbitrate, resolve, settle or compromise any other Parent Indemnified Party claim for indemnity made pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Member Shareholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns shall Shareholders will be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties shall will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall will not be liable to any Company Member Shareholder in the absence of gross negligence or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action willful misconduct on the part of the Representative. The Person serving as Company Shareholders shall severally indemnify the Representative may resign at and hold him harmless against any time loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representative and may arising out of or in connection with the acceptance or administration of his duties hereunder. If the Representative shall die, become disabled or otherwise be replaced from time unable to time by fulfill his responsibilities as agent of the holders of Company Shareholders, then a majority in interest of the Merger Consideration payable Company Shareholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the “Representative” for purposes of this Agreement and the Escrow Agreement. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection with actions taken by the Representative pursuant to the Company Members. No bond terms of Article 11 (including the hiring of legal counsel and the incurring of legal fees and costs) shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or deducted from the Representative shall constitute notice to or from each of the Company MembersEscrow Fund.

Appointment of Representative. (a) By voting in favor Each of the adoption of this Agreement, executing Stockholders hereby irrevocably constitutes and delivering a Joinder Agreement or participating in the Merger appoints Xxxxx Xxxxxxx as such Stockholder's true and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of lawful agent and hereby designates the Representative as the representative of the Company Members and as the attorney-in-fact to act on such Stockholder's behalf with respect to any and exclusive agent all Indemnity Claims. In such representative capacity, Xxxxx Xxxxxxx, or any person who shall succeed in such representative capacity pursuant to the terms of this Agreement, is referred to in this Agreement as the "Representative". The Representative shall take, and the Stockholders agree that the Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of each Company Member the Stockholders, as fully as if the Stockholders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with Parent and its representatives regarding such claims, dealing with Parent and the Escrow Agent under this Agreement with respect to Claims all matters arising under this Article 10 and the Agreement, taking by the Representative of any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the foregoing matters. Parent and the making of any decisions required Escrow Agent shall have the right to rely upon all actions taken or permitted omitted to be taken by the Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon each of the Stockholders. The Representative shall have reasonable access to information of and concerning any Indemnity Claim and which is in the possession, custody or control of the Company and the reasonable assistance of the Company's officers and employees for purposes of performing the Representative's duties under this Agreement and exercising its rights under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance purpose of doubt, evaluating any Indemnity Claim against the Escrow Fund by permanently withholding the payment or issuance of amounts Parent; provided that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation treat confidentially and not disclose any nonpublic information from or concerning any Indemnity Claim to act on behalf of the Company Members, anyone (except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage 's attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheetadvisers, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action former stockholders of the Company Memberswhose shares are held in escrow pursuant to this Agreement, to the arbitrators appointed to resolve disputes pursuant to this Agreement, and Parent shall not be liable on a need- to-know basis to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time individuals who agree to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Memberskeep such information confidential).

Appointment of Representative. Each Owner and each Seller hereby appoints PASQXXXX XXXXXXXX XXX (a"Representative"), as their agent and attorney-in-fact, on their behalf and on behalf of each of them in accordance with the terms of this Section. The Owners and Sellers authorize the Representative (i) By voting in favor of to perform all acts which, by the adoption provisions of this Agreement, executing the Acquisition Agreements, the Indemnity Escrow Agreement, the Closing Escrow Agreement and delivering a Joinder the other Seller Transaction Documents, are to be performed by Representative; (ii) to waive on behalf of the Owners and Sellers any of the provisions of and to execute and deliver the Indemnity Escrow Agreement and such amendments on behalf of the Owners and Sellers to this Agreement, the Acquisition Agreements, the Closing Escrow Agreement and the other Seller Transaction Documents as it, in its sole judgment, shall deem necessary or participating advisable; (iii) to execute and deliver documents pursuant to this Agreement, the Acquisition Agreements, the Indemnity Escrow Agreement, the Closing Escrow Agreement and the other Seller Transaction Documents as the Representative, in its sole judgment, shall deem necessary or advisable; (iv) to execute, give and receive all notices, requests and other communications on behalf of each Seller and Owner required, permitted or contemplated under this Agreement, the Acquisition Agreements, the Indemnity Escrow Agreement, the Closing Escrow Agreement and the other Seller Transaction Documents, as Representative, in its sole judgment, shall deem necessary or advisable; (v) to accept service (including the execution of all acknowledgements of service, which Representative is hereby irrevocably instructed to execute and acknowledge in accordance with Rule 4 of the Federal Rules of Civil Procedure and any applicable state rules of procedure) of all writs, process and summons in any suit, action, or proceeding filed in or transferred to the jurisdictions specified in Section 6.9 hereof; (vi) to delegate all or any of his power or authority under this Agreement to any person or entity, as Representative, in its sole judgment, shall deem necessary or advisable; (vii) to expend such amounts in the Merger exercise of its rights and receiving powers and in the benefits thereofperformance of his duties hereunder as Representative shall, each Company Member shall be deemed in its sole judgment, deem necessary or advisable; and (viii) generally to have approved the designation of and hereby designates the Representative as the representative of the Company Members and as the attorney-in-fact and exclusive agent act for and on behalf of the Owners and Sellers, and each Company Member of them in all matters connected with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of Acquisition Agreements, the power to: (i) give Indemnity Escrow Agreement, the Closing Escrow Agreement and receive notices the other Seller Transaction -39- 40 Documents, with the same force and communications (on behalf of itself or any other Company Member) relating to this Agreement or effect as though such act had been taken by any of the transactions them personally. The Owners and other matters contemplated hereby, (ii) authorize Parent Sellers agree with PRGI and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts PRGX that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation be the sole and exclusive person with legal capacity and standing to act on behalf of the Company Memberscontest, except as expressly provided hereindispute, compromise, adjust, settle, litigate, appeal or otherwise deal with PRGI and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member PRGX with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision indemnification of the Representative. The Company Members recognize and intend that the power Section 4.1 Indemnified Claims as set forth in Article 4 of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement administration of the Acquisition Agreements, the Indemnity Escrow Agreement. The Representative shall only have , the duties expressly stated in this Closing Escrow Agreement and shall have no the other duty, express or implied. The Representative may engage attorneys, accountants and Seller Transaction Documents (other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) than any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, employment agreements between PRGI and any action taken by Owner and the Representative based on such reliance Noncompetition and Nonsolicitation Agreements). This appointment and power-of-attorney shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively relyspecial power-of-attorney coupled with an interest, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities irrevocable and rights to indemnification shall survive the resignation dissolution, disability or removal incapacity of any of the Representative Owners and Sellers, but shall terminate in respect of RBA, TBA and FLATXXX XXXP., but not the Closing and/or any termination of this Agreement. Notices or communications to or from Owners thereof, upon the Representative shall constitute notice to or from each consummation of the Company MembersStock Agreements.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofMerger, each Company Member shall be deemed to have approved of the Worldprints Shareholders approves the designation of and hereby designates the Representative Xxx X. Xxxxxx as the representative of the Company Members Worldprints Shareholders (the "Representative") and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Worldprints Shareholder with respect to Claims claims for indemnification under this Article 10 11 for Ordinary Damages and/or Special Damages, except Special Damages asserted against any of the Worldprints Founders pursuant to Section 11.2(d) (each a "Representative Claim"), and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including including, without limitation, the exercise of the power to: (ia) give authorize the release or delivery to Excite@Home of shares of Excite@Home Preferred Stock and receive notices any other assets deposited in escrow pursuant to the terms of Section 2.5 and communications Article 11 hereof (on behalf including any shares of itself Excite@Home capital stock or other securities into which Excite@Home Preferred Stock is converted or exchanged or which is received in respect of such shares of Excite@Home Preferred Stock or other capital stock and securities) in satisfaction of Representative Claims by Excite@Home or any other Company MemberExcite@Home Indemnified Person (as defined herein) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation arbitration of, and comply with orders of courts and awards of arbitrators with respect to to, such Representative Claims; (Ac) Claims by Parent arbitrate, resolve, settle or compromise any other Parent Indemnified Party Representative Claim made pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Member Worldprints Shareholder with respect to the disposition, settlement or other handling of all Representative Claims under this Article 10 11 hereof and all rights or obligations arising under this Article 1011 related to Representative Claims. The Company Members and their respective successors, heirs, estates and assigns shall Worldprints Shareholders will be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementRepresentative Claims, and Parent and the other Parent Indemnified Parties shall Excite@Home will be entitled to rely on any action or decision of the RepresentativeRepresentative related thereto. The Company Members recognize Worldprints Shareholders hereby acknowledge and intend agree that (i) in performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall will not be liable to any Company Member Worldprints Shareholder in the absence of gross negligence or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members.willful

Appointment of Representative. 11.4.1 Xxxxx Xxxxxx shall act as representative (athe "Representative") By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Stockholders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Stockholder with respect to Claims claims for indemnification under this Article 10 11 and the matters set forth in Section 2.2.7 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications (on behalf authorize the release or delivery to Acquirer of itself the Escrow Fund in satisfaction of indemnification claims by Acquirer or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Acquirer Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation arbitration of, and comply with orders of courts and awards of arbitrators with respect to, any claim for indemnification under this Article 11 or with respect to the matters set forth in Section 2.2.7; (Ac) Claims by Parent arbitrate, resolve, settle or compromise any other Parent Indemnified Party claim for indemnification made pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Stockholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns Stockholders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11 and Section 2.2.7, and Parent and the other Parent Indemnified Parties Acquirer shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member Stockholder in the absence of gross negligence or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action willful misconduct on the part of the Representative. The Person serving as Each Company Stockholder shall severally, and not jointly, pro rata in proportion to each Company Stockholder's Pro Rata Share, indemnify and hold harmless the Representative may resign at from and against any time and may be replaced from time to time by loss, liability or expense incurred without gross negligence or willful misconduct on the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal part of the Representative and arising out of or in connection with the Closing and/or any termination acceptance or administration of his duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection with actions taken by the Representative pursuant to the terms of this Agreement. Notices or communications Article 11 (including the hiring of legal counsel and the incurring of legal fees and costs) shall be paid directly by the Company Stockholders to or the Representative based on each Company Stockholder's Pro Rata Share; no such amounts shall be paid from the Representative shall constitute notice to or from each of the Company MembersEscrow Fund.

Appointment of Representative. (a) By voting in favor Seller, each of the adoption of this Agreement, executing Stockholders and delivering a Joinder Agreement or participating in the Merger and receiving Beneficiary hereby appoints Richard Maheu (the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members and as "REPRESENTATIVE") the attorney-in-fact of Sellex, xxxx Xxxxxholder and exclusive agent the Beneficiary, with full power and authority, including power of substitution, acting in the name of and for and on behalf of Seller, each Company Member Stockholder and the Beneficiary (i) to amend or waive any provision of this Agreement, (ii) to terminate this Agreement pursuant to the provisions hereof, (iii) to do all other things and to take all other action under or related to this Agreement that the Representative may consider necessary or proper to effectuate the transactions contemplated hereby, (iv) to resolve any dispute with Buyer over any aspect of this Agreement and (v) on behalf of Seller, any Stockholder and the Beneficiary to enter into any agreement to effectuate any of the foregoing which shall have the effect of binding Seller, each Stockholder and the Beneficiary as if Seller, each Stockholder and the Beneficiary had personally entered into such an agreement. The Representative shall have the exclusive right, power and authority, on behalf of Seller, the Stockholders and the Beneficiary, to pursue, defend, and settle any matters set forth in this Agreement and to do all things and to take all other actions Representative may consider necessary or proper to resolve any indemnification claims after the Closing. This appointment and power of attorney shall be deemed as coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, whether by the death or incapacity or liquidation or dissolution of Seller, each Stockholder and the Beneficiary's or the occurrence of any other event or events and the Representative may not terminate this power of attorney with respect to Claims under this Article 10 and any of Seller's, any of the taking by Stockholders' or the Beneficiary's or such Seller's, Stockholder's or the Beneficiary's successors or assigns without the consent of Buyer. Upon the death, disability or resignation of the Representative, his successor shall be Walter F. Senney, Jr. Any notice given to the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself pursuxxx xx xxxx Xxxxxxxxx or any other Company Member) relating agreements contemplated hereby shall constitute effective notice to Seller, the Stockholders and the Beneficiary, and any other party to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to person may rely on any action notice, consent, election or decision of other communication received from the Representative. The Company Members recognize and intend that Representative as if such notice, consent, election or other communication had been received from Seller, the power of attorney granted in this Section 10.14(a) Stockholders and the powersBeneficiary. Seller, immunities the Stockholders and rights the Beneficiary agree to indemnification granted to hold the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives harmless from any and all defenses loss, damage or liability and expenses (including legal fees) which such Representative may be available to contest, negate or disaffirm the sustain as a result of any action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members.

Appointment of Representative. (a) By voting in favor Each of the adoption Stockholders hereby appoints Xxxxx Xxxxxx as his or her exclusive agent to act on his or her behalf with respect to any and all Stockholder Indemnity Claims and any and all Acquisition Sub Indemnity Claims or such other representative as may be hereafter appointed by a majority in interest of this Agreementthe Stockholders. Such agent is hereinafter referred to as the "Representative." The Representative shall take, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates Stockholders agree that the Representative as shall take, any and all actions which the representative of the Company Members and as the attorney-in-fact and exclusive agent Representative believes are necessary or appropriate under this Agreement for and on behalf of each Company Member the Stockholders, as fully as if the Stockholders were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against Acquisition Sub and ARC, defending all Acquisition Sub Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and Acquisition Sub Indemnity Claims, conducting negotiations with ARC and Acquisition Sub and its representatives regarding such claims, dealing with Acquisition Sub and ARC with respect to Claims all matters arising under this Article 10 and the Section 11.6(b), taking by the Representative of any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the making of any decisions required foregoing matters. Acquisition Sub and ARC shall have the right to rely upon all actions taken or permitted omitted to be taken by the Representative under pursuant to this Agreement, including the exercise all of the power to: (i) give and receive notices and communications (on behalf of itself which actions or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns omissions shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of legally binding upon each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersStockholders.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved Each Indemnifying Person approves the designation of and hereby designates the Representative Wxxx Xxx as the representative of the Company Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Indemnifying Person (the “Representative”) with respect to Claims under claims for indemnification pursuant to this Article 10 11 and disputes with respect to the payment of the Earnout Amount as set forth in Schedule 2.2.1 hereto and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under pursuant to this Agreement, including the exercise of the power to: to (ia) give and receive notices and communications (on behalf of itself or any other Company Member) relating authorize the release to this Agreement or any Acquirer of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any relevant portion of the Holdback Escrow or the return or cancellation of the Earnout Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amountconstraints set forth in Section 11.3) or through direct recovery from Company Members, in satisfaction of Claims by Parent or indemnification claims of any other Parent Indemnified Party Person pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises ofsettle or compromise, demand litigation of, and and/or comply with orders of courts with respect to (A) Claims by Parent or to, any other Parent Indemnified Party claim for indemnification made pursuant to this Article 10 11; (c) decide whether or not to challenge the Earnout Amount paid, (Bd) resolve, settle or compromise any dispute between disputes with respect to the Earnout Amount and the satisfaction of any Parent Indemnified Party and any such Company MemberMilestone (as set forth in Schedule 2.2.1), in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (ive) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Member Indemnifying Person with respect to the disposition, settlement or other handling of all Claims under claims for indemnification pursuant to this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns shall Indemnifying Persons will be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties shall Persons will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group will not be liable to any Indemnifying Person in the absence of gross negligence or willful misconduct on the part of the Representative. Each Indemnifying Person will severally, and not jointly, on a pro rata basis based on such person’s Pro Rata Share, indemnify and hold harmless the Representative from and against any Liability incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of his duties hereunder: (1) are coupled with an interest . Any out-of-pocket costs and are irrevocable; (2) may be delegated expenses reasonably incurred by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all Representative in connection with actions taken by the Representative under pursuant to the terms of this Agreement shall Article 11 (including the hiring of legal counsel and the incurring of legal fees and costs) will be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing paid directly by such Company Member and (y) waives any and all defenses which may be available the Indemnifying Persons to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuineon a pro rata basis based on each such person’s Pro Rata Share, and (z) information, reports, statements and opinions prepared or presented by no such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall amounts will be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or paid from the Representative shall constitute notice to or from each of the Company MembersEscrow Cash.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved The Sellers approve the designation of and hereby designates designate the Representative as the representative of the Company Members Sellers and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Seller with respect to Claims claims for Loss from the Escrow Amount under this Article 10 9 and Section 8.3 (Tax Matters) and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications (on behalf authorize the release or delivery to Buyer of itself the Escrow Amount in satisfaction of claims by Buyer or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party Buyer Indemnitees pursuant to this Article 10 9; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (c) arbitrate, resolve, settle or compromise any claim for recovery of Losses from the Escrow Amount made pursuant to Article 9; (d) execute the Escrow Agreement on behalf of each Seller; (e) take all other actions specifically required or permitted to be taken by the Representative under this Agreement; (f) authorize certain actions with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, Taxes set forth in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby Section 8.3(d); and (ivg) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding From and after the foregoingClosing, a majority in interest of the Executing Shareholders shall be further empowered to determine the manner in which the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, be appointed and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letterremoved. The Representative shall will have authority and power to act on behalf of each Company Member Seller with respect to the disposition, settlement or other handling of all Claims claims for recovery of Losses from the Escrow Amount under this Article 10 and all rights or obligations arising under this Article 109. The Company Members and their respective successors, heirs, estates and assigns shall Sellers will be bound by all actions taken and documents executed by the Representative in connection with claims for recovery of Losses from the Representative’s duties Escrow Amount under this AgreementArticle 9, and Parent and the other Parent Indemnified Parties shall Buyer will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(aAgreement, the Representative will not be liable to any Seller in the absence of fraud, gross negligence or willful misconduct, on the part of the Representative. The Sellers will severally (based on each Seller’s respective Pro Rata Share) and not jointly indemnify, defend and hold harmless the powersRepresentative from and against any and all loss, immunities liability, damage, claim, penalty, fine, forfeiture, action, or expense (including the fees and rights expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the acceptance or administration of its duties hereunder, in each case as such Loss is suffered or incurred; provided, that in the event that any such Loss is primarily caused by the fraud, gross negligence or willful misconduct, the Representative shall not be entitled to indemnification granted hereunder in respect of such Loss. Any such Losses shall be recovered by Representative from (i) first, the funds in the Representative Reserve and (ii) second, upon exhaustion of the Representative Reserve, the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Sellers; provided, that while this Section 8.12 allows the Representative to be paid from the Representative Reserve and the Escrow Amount, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as such Representative Losses are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise, subject to the provisions and limitations set forth above. An amount equal to US$175,000 (the “Representative Reserve”) shall be paid to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated from the Estimated Purchase Price on the Closing Date to cover estimated out-of-pocket costs by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all Representative in connection with actions taken by the Representative pursuant to the terms of this Section 8.12 and Section 2.3 of this Agreement (including the hiring of legal counsel and the incurring of reasonable legal fees and costs). The Representative will deposit and maintain the Representative Reserve in accounts that are (a) at a national commercial bank, (b) fully insured by the Federal Deposit Insurance Corporation, (c) can be sold, redeemed or otherwise liquidated in ten (10) days or less without forfeiture or discount and (d) separate from its corporate funds and the Representative will not use such funds for its operating expenses or other corporate purposes and will not voluntarily make the Representative Reserve available to its creditors in the event of bankruptcy. The Sellers will not receive any interest or earnings on the Representative Reserve and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Reserve other than as a result of its fraud, gross negligence or willful misconduct. In the event that any portion of the Representative Reserve remains outstanding after the Representative’s duties under this Agreement are complete, the Representative shall deliver such portion to the Disbursing Agent for further distribution to the Sellers in accordance with the Payment Schedule. For tax purposes, the Representative Reserve will be binding upon such Company Member treated as contingent Purchase Price paid by Buyer and such Company Member’s successors received by Sellers as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm installment payments of Purchase Price at the action times when amounts of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it Reserve are either withdrawn to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken cover expenditures made by the Representative based on such reliance shall be deemed conclusively or delivered to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent Sellers in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersSection 8.12.

Appointment of Representative. Each Seller hereby covenants and agrees to constitute and appoint Xxxxx Xxxxxxxxx and Xxxxx Xxxxxx, and each of them individually (aeach, the “Representative”) By voting in favor its true and lawful agent as of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofdate hereof, each Company Member shall be deemed with full power of substitution and resubstitution, to have approved the designation of take any action for each Seller and hereby designates the Representative as the representative of the Company Members in such Seller’s name, place and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of stead, in any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreementcapacities, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with any matters related to the indemnification obligations set forth in Article VI. If the Representative or any successor to the Representative is, for any reason, unable or unwilling to act or continue to act as the Representative’s duties under this Agreement, then the Sellers will promptly appoint another individual to act as a successor Representative, and Parent promptly notify the Buyer of such appointment. Each Seller covenants and agrees that the Representative will be fully empowered to determine in its sole and absolute discretion the terms and conditions of any settlement of a Claim and any document, agreement or instrument that the Representative may execute pursuant hereto, and the other Parent Indemnified Parties Representative may in its sole and absolute discretion determine whether the action in question is in the best interests of each Seller. Each Seller covenants and agrees that the powers and authority granted to the Representative will remain in full force and effect until the expiration of the indemnification obligations set forth herein. Each Seller agrees that the Buyer shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other partysuch Seller, pursuant to this Section 6.6 (an “Authorized Action”). Parent may conclusively rely, without independent verification or investigation, upon any action of The Buyer agrees that the Representative as being shall have no liability to the binding decision or action Buyer for any Authorized Action, except to the extent that such Authorized Action is found by a final order of the Company Membersa court of competent jurisdiction to have constituted fraud, and Parent provided that the foregoing limitation shall not limit any right or remedy the Buyers may have against the Sellers. The Representative shall not be liable to any Company Member or any other Person Seller for any actions action taken or omitted from being taken by them it or any agent employed by Parent it hereunder or under any other document entered into in accordance connection herewith, except that the Representative shall not be relieved of any liability imposed by law for fraud. Each Seller hereby severally, for itself only and not jointly and severally, agrees to indemnify and hold harmless the Representative against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit or reliance upon any decision or action proceeding to which the Representative is made a party by reason of the Representative. The Person serving fact it is or was acting as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable pursuant to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination terms of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members.

Appointment of Representative. Each Other Investor that held shares of capital stock of GLDD (aeach, a "GLDD Investor") By voting in favor of hereby acknowledges and agrees to the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative appointment of the Company Members Representative (and its successors designated in accordance with the Merger Agreement) as the such GLDD Investor's representative and attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the such GLDD Investor (whether in its capacity as a holder of Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative Capital Stock or otherwise) in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection accordance with the Representative’s duties under this Merger Agreement, and Parent further acknowledges and agrees to all of the terms of the Merger Agreement. Without limiting the generality of the foregoing, the Company Representative, in such capacity, shall have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under the Merger Agreement and any other document delivered in connection therewith. The Company, the Buyer, and the other Parent Indemnified Parties Escrow Agent shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated actions taken by the Representative; and (3) shall survive Company Representative without independent inquiry into the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each capacity of the Company Members Representative so to act. All actions, notices, communications and determinations by the Company Representative to carry out such functions shall conclusively be deemed to have been authorized by, and shall be binding on upon, such GLDD Investor. Furthermore, as provided in the Merger Agreement, neither the Company Representative nor any successor thereto. Each Company Member (x) agrees that all of its officers, directors, employees, agents or representatives shall have any liability to such GLDD Investor with respect to actions taken or omitted to be taken by the Company Representative under this Agreement in such capacity (or any of its officers, directors, employees, agents or representatives in connection therewith), except with respect to the Company Representative's gross negligence or willful misconduct, and the Company Representative (for itself and its officers, directors, employees, agents and representatives) shall be binding upon entitled to full reimbursement for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Company Representative in such capacity (or any of its officers, directors, employees, agents or representatives in connection therewith), and to full indemnification against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and Representative (y) waives any and all defenses which may be available to contest, negate or disaffirm the action except for those arising out of the Representative taken in good faith under this Agreement Company Representative's gross negligence or willful misconduct), including the Representative Engagement Agreementcosts and expenses of investigation and defense of claims, by the holders of Company Capital Stock. The Representative shall only have the duties expressly stated in this Agreement GLDD Investor hereby reaffirms, approves, accepts and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuineadopts, and (z) informationhereby agrees to comply with and perform, reports, statements all of the acknowledgements and opinions prepared or presented by such professionals engaged agreements made by the Representative, and any action taken by the Company Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority Company Capital Stock in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative Agreement and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Membersother documents delivered in connection therewith.

Appointment of Representative. (a) By voting in favor of the adoption of this AgreementMerger, executing and delivering a Joinder Agreement or participating in the Merger and conversion of CDM Common Stock pursuant to Section 2.3(b)(iii) and/or receiving consideration in exchange for (i) the benefits thereofcancellation of CDM Options that remain outstanding as of immediately before the Effective Time pursuant to Section 2.3(b)(i) or (ii) the purchase by OmniVision of CDM Warrants that remain outstanding as of immediately prior to the Effective Time pursuant to Section 2.3(b)(ii), each Company Member shall be deemed to have approved Effective Time Securityholder approves the designation of and hereby designates the Representative as the representative of the Company Members Effective Time Securityholders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Effective Time Securityholder with respect to Claims elections made by the Representative pursuant to Section 2.5(g), claims for indemnification under this Article 10 12 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) elect to substitute Escrow Consideration in replacement of Contingent Shares pursuant to Section 2.5(g); (b) give and receive notices and communications to or from OmniVision (on behalf of itself or any other Company MemberOmniVision Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated herebyhereby or thereby (except to the extent, if any, that this Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (iic) authorize Parent and any other applicable Parent Indemnified Party to be indemnifiedthe release or delivery to, reimbursed or compensated for Damagesretention by, including through OmniVision of Contingent Shares or the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Contingent Consideration Payment in satisfaction of Claims indemnification claims by Parent OmniVision or any other Parent OmniVision Indemnified Party Person pursuant to this Article 10 12 (including by not objecting to such Claimsclaims), ; (iiid) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to to, (Ai) indemnification Claims by Parent OmniVision or any other Parent OmniVision Indemnified Party Person pursuant to this Article 10 12 or (Bii) any other claim by any OmniVision Indemnified Person, against any such holder or by any such holder against any OmniVision Indemnified Person or any dispute between any Parent OmniVision Indemnified Party Person and any such Company Memberholder, in each case, case relating to this Agreement or any of the transactions or and other matters contemplated hereby or thereby; and (ive) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Effective Time Securityholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 12 and all rights or obligations arising under this Article 1012. The Company Members and their respective successors, heirs, estates and assigns Effective Time Securityholders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 12 and/or Section 2.5, and Parent OmniVision and the other Parent OmniVision Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person individual serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Fully-Diluted CDM Common Stock (other than Dissenting Shares) outstanding as of immediately prior to the Company MembersEffective Time upon not less than 10 days' prior written notice to OmniVision. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his or her services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersEffective Time Securityholders (except to the extent, if any, that this Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually).

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving the benefits thereofconversion of Company Common Stock, Company Preferred Stock or Company Warrants, each Company Member shall be deemed to have approved Effective Time Holder approves the designation of and hereby designates the Representative as the representative of the Company Members Effective Time Holders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Effective Time Holder with respect to Claims claims for indemnification under this Article 10 ARTICLE 12 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from Acquiror (on behalf of itself or of any other Company MemberAcquiror Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept 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 holders individually); (b) authorize Parent and any other applicable Parent Indemnified Party the release or delivery to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion Acquiror of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Shares in satisfaction of Claims indemnification claims by Parent Acquiror or any other Parent Acquiror Indemnified Party Person pursuant to this Article 10 ARTICLE 12 (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to to, (Ai) Claims indemnification claims by Parent Acquiror or any other Parent Acquiror Indemnified Party Person pursuant to this Article 10 ARTICLE 12 or (Bii) any dispute between any Parent Acquiror Indemnified Party Person and any such Company Memberholder, in each case, case relating to this Agreement, the Escrow Agreement or any of the transactions or and other matters contemplated hereby or thereby; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Effective Time Holder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 ARTICLE 12 and all rights or obligations arising under this Article 10ARTICLE 12. The Company Members and their respective successors, heirs, estates and assigns Effective Time Holders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementARTICLE 12, and Parent Acquiror and the other Parent Acquiror Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person individual serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Shares then on deposit with the Escrow Agent upon not less than ten days prior written notice to the Company MembersAcquiror. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersEffective Time Holders.

Appointment of Representative. (a) By voting in favor of the adoption of this AgreementEach Stockholder hereby appoints, executing authorizes and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates empowers the Representative as to be the representative of the Company Members exclusive proxy, representative, agent and as the attorney-in-fact of such Stockholder, with full power of substitution, to make all decisions and exclusive agent for determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of each Company Member and as agent for such Stockholder at any time in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement and the Registration Rights Agreement, and to facilitate the consummation of the transactions contemplated hereby and thereby, and in connection with respect the activities to Claims be performed by or on behalf of such Stockholder under this Article 10 Agreement and the taking by the Representative of any Registration Rights Agreement; and each Stockholder hereby ratifies and confirms all actions and within the making scope of any decisions required or permitted to be the foregoing appointment taken by the Representative under prior to the date of this Agreement. By executing this Agreement, including the exercise Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Representative shall have the power toto take any of the following actions on behalf of the Stockholder: to execute, deliver and perform the Registration Rights Agreement (iwith such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, may deem necessary or desirable; to give and receive notices notices, communications and communications (on behalf consents hereunder and under the Registration Rights Agreement; to waive or modify any provision of itself or any other Company Member) relating to this Agreement or the Registration Rights Agreement; to authorize delivery to any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed Person of cash or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party property pursuant to this Article 10 (including by not objecting Agreement; to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, resolve and comply with orders of courts and awards of arbitrators or other third-party intermediaries with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations disputes arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Registration Rights Agreement. The Representative shall only have the duties expressly stated in , and with respect to indemnification claims, to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement Agreement; and shall have no to make, execute, acknowledge and deliver all such other dutyagreements, express or implied. The Representative may engage attorneysguarantees, accountants orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other professionals writings, and, in general, to do any and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) all things and to take any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by all action that the Representative, in its sole and any action taken absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the activities described in this Section 10.1 and the transactions contemplated hereby or by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Registration Rights Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing Agreement and delivering a Joinder Agreement the consummation of the Merger or participating in the Merger and receiving the benefits thereof, each Company Member Indemnifying Party shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Indemnifying Parties and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Indemnifying Party with respect to Claims claims for indemnification under this Article 10 9 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement and the Escrow Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from Parent (on behalf of itself or of any other Company MemberParent Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept 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 holders individually); (b) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any a portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims indemnification claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 9 (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to to, (Ai) Claims indemnification claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 9 or (Bii) any dispute between any Parent Indemnified Party Person and any such Company Memberholder, in each case, case relating to this Agreement or the Escrow Agreement; (d) review and negotiate any of items related to the transactions or other matters post-Closing adjustments contemplated hereby by Section 2.8 hereof, including resolving any disputed items through negotiations with Parent; and (ive) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Indemnifying Party with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 9 and all rights or obligations arising under this Article 109. The Company Members and their respective successors, heirs, estates and assigns Indemnifying Parties shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 9, and Parent and the other Parent Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. .The Representative may engage attorneys, accountants and other professionals and experts. .The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representativeprofessionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person individual serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Fund then on deposit with the Escrow Agent upon not less than five Business Days prior written notice to the Company MembersParent. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and shall receive no compensation for his services, but the Closing and/or any termination of this AgreementRepresentative will be reimbursed from the Representative Fund Amount for all Representative Expenses (as defined below). Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersIndemnifying Parties.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving the benefits thereofconversion of Company Capital Stock, Company Options or Company Warrants, each Company Member shall be deemed to have approved Effective Time Holder approves the designation of and hereby designates the Representative as the representative of the Company Members Effective Time Holders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Effective Time Holder with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from Parent (on behalf of itself or of any other Company MemberParent Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept 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 holders individually); (b) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Aggregate Escrow Cash in satisfaction of Claims indemnification claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 11 (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims to, indemnification claims by Parent or any other Parent Indemnified Party Person against the Aggregate Escrow Cash pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Effective Time Holder with respect to the disposition, settlement or other handling of all Claims claims against the Aggregate Escrow Cash under this Article 10 11 and all rights or obligations with respect to the Aggregate Escrow Cash arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns Effective Time Holders shall be bound by all actions and decisions taken and documents executed consents and instructions given by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties Persons and the Escrow Agent shall be entitled to rely on on, and shall be relieved from any action liability to any Person for any acts done by them in accordance with, any such action, decision, consent or decision instruction of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights Notices or communications to indemnification granted to or from the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by after the Representative; and (3) Closing shall survive the death, incapacity, dissolution, liquidation, bankruptcy constitute notice to or winding up of from each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the RepresentativeEffective Time Holders. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Aggregate Escrow Cash then on deposit with the Escrow Agent upon not less than ten days prior written notice to Parent and the Company Members. No bond Escrow Agent, which notice shall be required of specify the Person replacing the Representative. The immunities , the effective date of such replacement, the mailing address and rights to indemnification shall survive telephone number for such Person and other information reasonably requested by Parent or the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersEscrow Agent.

Appointment of Representative. (a) By voting in favor Upon approval of the adoption Merger by the Stockholders, such Stockholders, with the exception of this AgreementSWIB, executing and delivering a Joinder Agreement or participating which, unless it otherwise agrees in the Merger and receiving the benefits thereofwriting, each Company Member shall be continue to act on its own behalf, shall have been deemed to have approved the designation of appoint Xxxxxx X. Xxxxx, Xx., Esq., as their agent and hereby designates the Representative as the representative of the Company Members and as the attorney-in-fact (the "Stockholders' Representative"), with full power and exclusive agent authority (including power of substitution), except as otherwise expressly provided in this Agreement, in the name of and for and on behalf of each Company Member with respect such Stockholders, or in his own name as Stockholders' Representative, to Claims under this Article 10 and the taking by the Representative of any and take all actions and the making of any decisions required or permitted under this Agreement and the Indemnification and Escrow Agreement (including giving and receiving all accountings, reports, notices and consents). The Stockholders' Representative may engage advisors, including attorneys and accountants, as it deems reasonable, with the prior written consent of SWIB, and the costs and expenses of such advisors shall be borne by the Stockholders. The authority conferred under this Section 2.8 shall be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject to be termination by the Stockholders or any of them, or by operation of law, whether by the death or incapacity of any Stockholder, the termination of any trust or estate or the occurrence of any other event. If any Stockholder should die or become incapacitated, if any trust or estate should terminate or if any other such event should occur, any action taken by the Stockholders' Representative under pursuant to this AgreementSection 2.8 shall be as valid as if such death or incapacity, including termination or other event had not occurred, regardless of whether or not the exercise Stockholders' Representative, TRK or the Surviving Corporation shall have received notice of such death, incapacity, termination or other event. Any notice given to the power to: (i) give Stockholders' Representative pursuant to Section 13.3 shall constitute effective notice to all Stockholders other than SWIB, and receive notices and communications (on behalf of itself or any other Company Member) relating party to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to Person may rely on any action notice, consent, election or decision of other communication received from the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Stockholders' Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contestnotice, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other dutyconsent, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member election or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any communication had been received from all Stockholders other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Membersthan SWIB.

Appointment of Representative. (a) By voting in favor of the adoption Upon execution of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member Shareholders shall be have been deemed to have approved the designation of appoint Exxxx as their agent and hereby designates the Representative as the representative of the Company Members and as the attorney-in-fact (the “Shareholders’ Representative”), with full power and exclusive agent authority (including power of substitution), except as otherwise expressly provided in this Agreement, in the name of and for and on behalf of each Company Member with respect the Shareholders, or in such person’s own name as the Shareholders’ Representative, to Claims under this Article 10 and the taking by the Representative of any and take all actions and the making of any decisions required or permitted to be taken by the Representative under this AgreementAgreement (including giving and receiving all accountings, including the exercise of the power to: reports, notices and consents); provided, that, (i) give any such action by the Shareholders’ Representative pursuant to the foregoing appointment must be in writing and receive notices and communications (on behalf of itself or ii) the Shareholders’ Representative shall not have the right to approve any other Company Member) relating amendment to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to increase in any material respect the Holdback Amount) liabilities or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of any Shareholder unless the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letterwritten consent of such Shareholder is obtained. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Company Common Stock outstanding immediately prior to the Company MembersClosing Date shall have the right to appoint, in writing, a new Shareholders’ Representative from among the Shareholders, with a copy of such appointment to promptly thereafter be provided in writing to the Purchaser. No bond If any individual Shareholder dies or becomes incapacitated, any action taken by the Shareholders’ Representative pursuant to this Section 9.15 shall be required as valid as if such death or incapacity had not occurred, regardless of whether or not the Shareholders’ Representative received notice of such death or incapacity. Any notice given to the Shareholders’ Representative pursuant to Section 9.10 shall constitute effective notice to the Shareholders, and any other party to this Agreement and any other Person may rely on any notice, consent, election or other communication received in writing from such Shareholders’ Representative as if such notice, consent, election or other communication had been received from all of the RepresentativeShareholders. The immunities and rights to indemnification shall survive the resignation A decision, act, consent or removal instruction of the Representative and Shareholders’ Representative, acting in such capacity pursuant to the Closing and/or any termination terms of this Agreement. Notices or communications to or from the Representative , shall constitute notice to a decision of all Shareholders and shall be final, binding and conclusive upon each such Shareholder, and the Purchaser may rely upon any written decision, act, consent or from each instruction of the Company MembersShareholders’ Representative as being the decision, act, consent or instruction of all of the Shareholders.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved Each iFone Shareholder approves the designation of and hereby designates Dxxxx Xxxxx as the Representative as the representative of the Company Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member iFone Shareholder with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iiia) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation arbitration of, and comply with orders of courts and awards of arbitrators with respect to (A) Claims by Parent or to, any other Parent Indemnified Party pursuant to claim for indemnification under this Article 10 11; (b) arbitrate, resolve, settle or compromise any claim for indemnification made under this Article 11; (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (ivc) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding ; and (d) to vote the foregoing, Escrow Shares held of record by such iFone Shareholder in such manner and in the proportion specified in the instructions received by the Representative shall have no obligation to act on behalf of from such iFone Shareholder in connection with the Company Members, except as expressly provided herein, Escrow Agreement and for purposes of clarity, there are no obligations of in compliance with the Representative in any ancillary agreement, schedule, exhibit or iFone Shareholders Voting Agreement and the Company Disclosure LetterGlu Voting Agreement. The Representative shall have authority and power to act on behalf of each Company Member iFone Shareholder with respect to the disposition, settlement or other handling of all Claims claims for indemnification under this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns iFone Shareholders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member iFone Shareholder in the absence of gross negligence or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action willful misconduct on the part of the Representative. The Person serving as iFone Shareholders shall jointly and severally indemnify the Representative and hold him harmless against any liability incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection with actions taken by the Representative pursuant to the terms of this Article 11 (including the hiring of legal counsel and the incurring of legal fees and costs) shall be paid by the iFone Shareholders to the Representative on a pro rata basis based on each iFone Shareholder’s Pro Rata Share. The Representative may resign at select any time substitute or successor Representative (who shall be a former iFone Shareholder) upon written notice to Glu and may be replaced from time to time by the consent of the holders of a majority in interest of the Merger Consideration payable iFone Shares issued and outstanding as of immediately prior to the Company MembersClosing. No bond shall be required At any time, iFone Shareholders, as of immediately prior to the Closing, holding a majority of the RepresentativeiFone Shares issued and outstanding as of immediately prior to the Closing shall have the power to substitute any former iFone Shareholder (with such former iFone Shareholder’s consent and upon written notice to Glu) as a successor Representative hereunder. The immunities and rights Each iFone Shareholder further agrees to indemnification shall survive the resignation or removal be bound by all of the Representative provisions of the Escrow Agreement, including without limitation the provisions thereof relating to the powers of, and the Closing and/or any termination limitation of this Agreement. Notices or communications liability of, the Escrow Agent and the Representative, the assertion of claims and the resolutions of disputes, to or from the Representative shall constitute notice same extent as though it were a party to or from each of the Company Memberssuch agreement.

Appointment of Representative. (a) By voting in favor The Principal Company Stockholder will be, and hereby is, upon the receipt of the appropriate stockholder adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger Agreement and receiving approval of the benefits thereofMerger, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative appointed as the representative of the Company Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give all Shareholders of Company Common Stock immediately prior to the Effective Time who are entitled to receive Merger Payments, both before and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of after the transactions and other matters contemplated herebyFirst Closing, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members holders of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject Vested Stock Options immediately prior to the Holdback Amount) or through direct recovery from Company MembersEffective Time, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), and (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders the holders of courts with respect Unvested Stock Options immediately prior to the Effective Time (A(i) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (ivii) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoingbeing collectively, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, “Other Holders”) and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by designated the Representative in connection holder representative (the “Holder Representative”) with the Representative’s duties under rights and obligations as set forth in this Agreement, and Parent the Letter of Transmittal and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Escrow Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices Notice or communications to or from the Holder Representative pursuant to this Section 2.3 or the Escrow Agreement shall constitute notice to or from each of the Company MembersOther Holders and the Unvested Stock Option holders. The Holder Representative shall not be liable for any action taken or not taken as Holder Representative, and no Other Holder, Unvested Stock Option holder or any other Person shall have any cause of action against the Holder Representative for any action taken, decision made or instruction given by the Holder Representative under this Section 2.3 or the Escrow Agreement except for fraud or for willfully disregarding its duties as Holder Representative under this Agreement and the Escrow Agreement. A decision, act, consent or instruction (or failure to take such actions) of the Holder Representative pursuant to this Section 2.3 or the Escrow Agreement shall constitute a decision of all the Other Holders and the Unvested Stock Option holders, and shall be final, binding and conclusive upon each of the Other Holders and the Unvested Stock Option holders, and Parent may rely upon any decision, act, consent or instruction of the Holder Representative for all purposes hereunder. Parent shall not be a third party beneficiary under, or be entitled to any rights or remedies pursuant to, the Escrow Agreement.

Appointment of Representative. (a) By voting in favor Each of the adoption of Holders hereby appoints Brad Xxxer as such Holder's exclusive agent to act on such Holder's behalf with respect to any and all Indemnity Claims arising under this Agreement. In such representative capacity, executing Brad Xxxer or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.8 and delivering a Joinder 9.5 hereof, is sometimes referred to in this Agreement or participating in as the Merger "Representative." The Representative shall take, and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates Holders agree that the Representative as the representative of the Company Members shall take, any and as the attorney-in-fact and exclusive agent all actions which he believes are necessary or appropriate under this Agreement for and on behalf of each Company Member the Holders, as fully as if the Holders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.8 and 9.5 hereof with respect to Claims all matters arising under this Article 10 and the such Escrow Agreement, taking by the Representative of any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the making of any decisions required foregoing matters. The Parent and such Escrow Agent shall have the right to rely upon all actions taken or permitted omitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating pursuant to this Agreement and the Escrow Agreement, all of which actions or any omissions shall be legally binding upon each of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure LetterHolders. The Representative shall have authority not be liable for any act done or omitted hereunder as Representative while acting in good faith and power to in the exercise of reasonable judgment; and any act on behalf of each Company Member with respect done or omitted pursuant to the disposition, settlement or other handling advice of all Claims under this Article 10 and all rights or obligations arising under this Article 10counsel shall be conclusive evidence of such good faith. The Company Members Holders shall severally and their respective successorspro rata, heirs, estates and assigns shall be bound by all actions taken and documents executed by indemnify the Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the Representative’s acceptance or administration of their duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith hereunder under this Agreement or the Representative Engagement Escrow Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members.

Appointment of Representative. (a) By voting in favor of Subject to the adoption successorship provisions of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofSection 4, each Company Member shall be deemed to have approved the designation of and Employee Shareholder hereby designates the Representative irrevocably appoints Owen Kratz as the representative of such Shareholder's interests (the Company Members and as the attorney-in-fact and exclusive agent "XXXXXXXXTATIVE") for and on behalf all purposes of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject . Without giving notice to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoingEmployee Shareholders, the Representative shall have no obligation to act full, exclusive and irrevocable authority on behalf of the Company MembersEmployee Shareholders to: (a) accept and give notices and other communications relating to this Agreement; (b) waive any condition, except as expressly provided hereinwhich is of general applicability to all the Employee Shareholders, and for purposes of clarity, there are no to the obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims Employee Shareholders under this Article 10 Agreement; (c) modify, amend or supplement this Agreement, unless such modification, amendment or supplement could reasonably be expected to have a material adverse effect on any Employee Shareholder; (d) take any other action in connection with this Agreement and all rights the transactions contemplated hereby, unless such action would have a material adverse effect on any Employee Shareholder; and/or (e) execute and deliver any instrument or obligations arising document required pursuant to this Agreement or that the Representative deems necessary or desirable in the exercise of his authority under this Article 10Section 4. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by each of the Employee Shareholders hereby severally agrees to indemnify the Representative and to hold him harmless from any loss, liability and expense incurred without willful malfeasance or bad faith on the part of the Representative based upon, arising out of or in connection with the Representative’s duties under acceptance or exercise by the Representative of his powers and authorities granted pursuant to this AgreementSection 4, including, without limitation, the reasonable fees, costs and Parent and expenses of defending himself in respect of any Legal Proceedings based upon, arising out of or in connection with his acting as the other Parent Indemnified Parties shall be entitled Representative pursuant to rely on any action this Section 4. In the event of the inability to serve, death or decision incapacity of the Representative. The Company Members recognize , S. James Nelson shall become his successor, with all the powers and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the authxxxxx xx xxx Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by Those who currently are the holders of a majority in interest of the Merger Consideration payable Employee Shareholders' Shares may, at any time and by written action delivered to the Company Members. No bond Purchaser, remove the Representative or any successor thereto, but such removal shall be required effective only upon the replacement of such Representative or successor by a new Representative designated, by written action delivered to the Purchaser, by those who currently are the holders of a majority of the Employee Shareholders' Shares. If Owen Kratz, S. James Nelson and any successor thereto shall have died, xxxxxxxx, or xxxxxx xxxxxacitated or unable to serve, the holders of a majority of the Employee Shareholders' Shares shall promptly designate, by written action delivered to the Purchaser, a replacement Representative. The immunities foregoing authorization is granted and rights to indemnification shall survive the resignation or removal conferred by each of the Employee Shareholders in consideration of the grant of such authorization by each of the other Employee Shareholders and in consideration for the agreements and covenants of the Purchaser contained herein. In consideration of the foregoing, and subject to the removal and successorship provisions of this Section 4, this authorization granted to the Representative shall be irrevocable and shall not be terminated by any act of any of the Closing and/or Employee Shareholders or by operation of law, whether by death or incompetency of any Employee Shareholder or by the occurrence of any other event except the termination of this Agreement. Notices If after the execution hereof any such Employee Shareholder shall die or communications to or from become incompetent, the Representative shall constitute is nevertheless authorized and directed to exercise the authority granted in this Section 4 as if such death or incompetence had not occurred and regardless of notice to or from each of the Company Membersthereof.

Appointment of Representative. (a) By voting in favor Each of the adoption of Stockholders hereby appoints Vincxxx X. Xxxxxx xx its exclusive agent to act on its behalf with respect to any and all Stockholder Indemnity Claims and any and all MLC Indemnity Claims arising under this Agreement, executing and delivering a Joinder Agreement or participating such other representative as may be hereafter appointed by a majority in interest of the Merger Stockholders. Such agent is hereinafter referred to as the "Representative." The Representative shall take, and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates Stockholders agree that the Representative as shall take, any and all actions which the representative of the Company Members and as the attorney-in-fact and exclusive agent Representative believes are necessary or appropriate under this Agreement for and on behalf of each Company Member the Stockholders, as fully as if such parties were acting on their own behalf, including, without limitation, asserting Stockholder Indemnity Claims against MLC, defending all MLC Indemnity Claims, consenting to, compromising or settling all Stockholder Indemnity Claims and MLC Indemnity Claims, conducting negotiations with MLC and its representatives regarding such claims, dealing with MLC and the Escrow Agent under the Escrow Agreement referred to in Section 12.6(a) below with respect to Claims all matters arising under this Article 10 and the Escrow Agreement, taking by the Representative of any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the making of any decisions required foregoing matters. MLC shall have the right to rely upon all actions taken or permitted omitted to be taken by the Representative under pursuant to this Agreement, including all of which actions or omissions shall be legally binding upon the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated herebyStockholders. The Representative, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party acting pursuant to this Article 10 (including by not objecting to such Claims)Section 12.3, (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person Stockholder for any actions taken act or omitted from being taken by them omission, except in connection with any act or by Parent in accordance with or reliance upon any decision or action omission that was the result of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation 's bad faith or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Membersgross negligence.

Appointment of Representative. (a) By voting in favor of The Securityholders’ Representative is hereby appointed, authorized and empowered to be the adoption of this Agreementexclusive proxy, executing representative, agent and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members and as the attorney-in-fact of each of the ViroChem Employees and exclusive agent for ESOP Holders, 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 Company Member with respect the ViroChem Employees and ESOP Holders at any time, in connection with, and that may be necessary or appropriate to Claims under accomplish the intent and implement the provisions of, this Article 10 Agreement and the taking by Holdback Escrow Agreement, and to facilitate the Representative consummation of any the transactions contemplated hereby and all actions thereby, and in connection with the making of any decisions required or permitted activities to be taken performed by the Representative or on behalf of such ViroChem Employees and ESOP Holders under this Agreement, including and each other agreement, document, instrument or certificate referred to herein or therein (including, without limitation, in connection with any and all claims for remedies brought pursuant to this Agreement). By executing this Agreement, the exercise Securityholders’ Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Securityholders’ Representative shall have the power toto take any of the following actions on behalf of such ViroChem Employees and ESOP Holders: (i) to give and receive notices notices, communications and communications consents under this Agreement; (ii) to receive and distribute payments pursuant to this Agreement and the Holdback Escrow Agreement; (iii) to waive any provision of this Agreement and the Holdback Escrow Agreement; (iv) to assert any claim or institute any action; (v) to investigate, defend, contest or litigate any action initiated by any Person against the Securityholders’ Representative; (vi) to receive process on behalf of itself any or all such ViroChem Employees and ESOP Holders in any other Company Membersuch action; (vii) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, resolve and comply with orders of courts and awards of arbitrators or other third party intermediaries with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations disputes arising under this Article 10. The Company Members Agreement and their respective successorsthe Holdback Escrow Agreement; (viii) to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement and the Holdback Escrow Agreement; and (ix) to make, heirsexecute, estates acknowledge and assigns shall be bound by deliver all actions taken such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and documents executed by other writings, and, in general, to do any and all things and to take any and all action that the Representative Securityholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted activities described in this Section 10.14(a) 7.09 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Memberstransactions contemplated hereby.

Appointment of Representative. (a) By voting in favor Upon approval of the adoption of this AgreementMerger by the Stockholders, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member Stockholders shall be have been deemed to have approved the designation of appoint Jamex X. Xxxxx, Xxq., as their agent and hereby designates the Representative as the representative of the Company Members and as the attorney-in-fact (the "Stockholders' Representative"), with full power and exclusive agent authority (including power of substitution), except as otherwise expressly provided in this Agreement, in the name of and for and on behalf of each Company Member with respect the Stockholders, or in his own name as the Stockholders' Representative, to Claims under this Article 10 and the taking by the Representative of any and take all actions and the making of any decisions required or permitted under Section 3.1 of this Agreement (including giving and receiving all accountings, reports, notices and consents). The authority conferred under this Section 2.10 shall be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject to be termination by the Stockholders or any of them, or by operation of law, whether by the death or incapacity of any Stockholder, the termination of any trust or estate or the occurrence of any other event. If any Stockholder should die or become incapacitated, if any trust or estate should terminate or if any other such event should occur, any action taken by a Stockholders' Representative pursuant to this Section 2.10 shall be as valid as if such death or incapacity, termination or other event had not occurred, regardless of whether or not the Stockholders' Representative under this Agreementor Parent shall have received notice of such death, including incapacity, termination or other event. Any notice given to the exercise of Stockholders' Representative pursuant to Section 12.3 shall constitute effective notice to the power to: (i) give Stockholders, and receive notices and communications (on behalf of itself or any other Company Member) relating party to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to Person may rely on any action notice, consent, election or decision other communication received from such Stockholders' Representative as if such notice, consent, election or other communication had been received from all Stockholders. The responsibilities of the Representative. The Company Members recognize and intend Stockholders' Representative are subject to that certain Stockholders' Representative Agreement substantially in the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors form attached hereto as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members.Exhibit A.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement The Principal Shareholders hereby appoint Xxxxxxx Xxxxxx or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed his duly appointed representative to have approved the designation of and hereby designates the Representative serve as the representative of the Company Members Principal Shareholders' agent and as the attorney-in-fact (the "Representative"), with full power and exclusive agent authority (including power of substitution), in the name of and for and on behalf of each Company Member with respect of the Principal Shareholders, or in its own name as Representative, to Claims under this Article 10 and the taking by the Representative of any and take all actions and the making of any decisions required or permitted under the Escrow Agreement and in connection with the transactions contemplated thereby, including the giving and receiving of all accountings, reports, notices and consents and the signing of all certificates, notices, instructions and other documents and making all determinations hereunder and thereunder. The authority conferred hereby shall be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject to be termination by the Principal Shareholders (or any of them), or by operation of law, whether by the death or incapacity of the Principal Shareholders, or the occurrence of any other event. If any Principal Shareholder should die or become incapacitated or if any other such event should occur, any action taken by the Representative under this Agreementshall be as valid as if such death or incapacity, including termination or other event had not occurred, regardless of whether or not the exercise of the power to: (i) give and receive notices and communications (on behalf of itself Representative or any other Company Member) relating party hereto or to this any other agreement contemplated hereby shall have received notice of such death, incapacity, termination or other event. Any notice given to the Representative shall constitute effective notice to each of the Principal Shareholders, and any other party to the Escrow Agreement or any other Person may rely on any notice, consent, election or other communication received from the Representative as if such notice, consent, election or other communication had been received from each of the transactions Principal Shareholders. With respect to all matters relating to the Principal Shareholders arising under the Escrow Agreement, Xybernaut and other matters contemplated herebythe escrow agent under the Escrow Agreement shall be required to deal only with the Representative, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion decision of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts Representative with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any matter shall be binding on all of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure LetterPrincipal Shareholders. The Representative shall have authority and power to act may rely on behalf of each Company Member with respect to the dispositionany notice, settlement instruction, certificate or other handling of all Claims under this Article 10 instrument which it believes to be genuine and all rights to have been signed or obligations arising under this Article 10presented by a proper person or persons. The Company Members Principal Shareholders hereby agree to bear the reasonable charges of the Representative, including reimbursement for out-of-pocket expenses and their respective successorsother costs, heirsand such attorneys' fees, estates expenses and assigns shall other costs as may be bound by all actions taken and documents executed incurred by the Representative in connection with the Representative’s administration of the provisions of the Escrow Agreement and the transactions contemplated thereby. The Representative shall have no duties under this or responsibilities except those expressly set forth in the Escrow Agreement. The Representative shall be held harmless by the Principal Shareholders from any liability, loss, claim, demand or expense (including attorney's fees and expenses) arising out of or in connection with the performance of its obligations in accordance with the Escrow Agreement, and Parent and except for any of the other Parent Indemnified Parties shall be entitled to rely on any action foregoing arising out of the gross negligence or decision willful misconduct of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification foregoing provision shall survive the resignation or removal substitution of the Representative and or the Closing and/or any termination of this Agreement and/or the Escrow Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering Each Company Indemnifying Party by either being a party to a Joinder Agreement or and/or participating in the Merger and receiving the benefits thereofthereto, each Company Member shall be hereby appoints and designates, or is deemed to have approved the appointment and designation of and hereby designates of, the Representative as the representative of the such Company Members Indemnifying Party and as the attorney-in-fact and exclusive agent for and on behalf of each such Company Member Indemnifying Party with respect to Claims under this Article 10 6 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this AgreementAgreement or any Company Ancillary Agreement to which such Company Indemnifying Party is a party in its capacity as a Company Stockholder, including the exercise of the power to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Parent Indemnified Party), any Company Member) relating Ancillary Agreement to this Agreement which such Company Indemnifying Party is a party in its capacity as a Company Stockholder, or any of the transactions and other matters contemplated hereby, hereby or thereby (except to the extent that this Agreement or any Company Ancillary Agreement to which such Company Indemnifying Party is a party in its capacity as a Company Stockholder expressly contemplates that any such notice or communication shall be given or received by such Company Indemnifying Party individually); (ii) authorize the retention by Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any a portion of the Holdback Deferred Cash Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), negative Final Post-Closing Adjustment; (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to to, (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 6 or (B) any dispute between any Parent Indemnified Party and any such Company MemberIndemnifying Party, in each case, case relating to this Agreement or any of the transactions or other matters contemplated hereby Company Ancillary Agreements; and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Indemnifying Party with respect to the disposition, settlement or other handling of all Claims under this Article 10 6 and all rights or obligations arising under this Article 106. The Company Members and their respective successors, heirs, estates and assigns Indemnifying Parties shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 6, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representativeprofessionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company MembersStockholders. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and shall receive no compensation for his, her or its services, but the Closing and/or any termination of this AgreementRepresentative will be reimbursed from the Representative Fund Amount for all Representative Expenses. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersIndemnifying Parties.

Appointment of Representative. (a) By Effective as of the Effective Time, by voting in favor of the adoption of this Agreement, executing Agreement and delivering a Joinder Agreement the consummation of the Merger or participating in the Merger and and/or receiving any Merger Consideration or other benefits thereof and/or by signing the benefits thereofTransmittal Letter or Option Holder Agreement, each the Company Member Securityholders shall be deemed to have approved the designation of of, and hereby designates designate and appoint, the Representative as the exclusive representative of the Company Members Securityholders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Securityholder with respect full power and authority, including power of substitution, acting in the name of and for and on behalf of such Company Securityholder, to Claims under this Article 10 and the taking by the Representative of take any and all actions and the making of make any and all decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power and authority to: (i) give and receive notices and communications to or from Purchaser (on behalf of itself or any other Company MemberPurchaser Indemnified Party) relating or other Persons that are required to be given, or that may be given, pursuant to this Agreement, the Paying Agent Agreement or the Escrow Agreement (except to the extent that this Agreement expressly contemplates that any of the transactions and other matters contemplated hereby, such notice or communication shall be given or received by any Company Securityholder individually); (ii) authorize Parent enter into the Paying Agent Agreement and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by Escrow Agreement as agent on behalf of the Company Members Securityholder, perform the Representative’s obligations thereunder and authorize the release or delivery to Purchaser of all or a portion of the Escrow Amount or authorize the offset by Purchaser of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, any Earn Out Payment in satisfaction of Claims by Parent Purchaser or any other Parent Purchaser Indemnified Party pursuant to this Article 10 VII (including by not objecting to such Claimsclaims), ; (iii) enforce the obligations, covenants and agreements of Purchaser, Merger Sub, the Surviving Corporation, the Paying Agent or the Escrow Agent under this Agreement, the Paying Agent Agreement or the Escrow Agreement; (iv) agree to, object to, pursue, defend, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent Purchaser or any other Parent Purchaser Indemnified Party Party, or against Purchaser, pursuant to this Article 10 VII and do all other things and take all other actions that the Representative may consider necessary or (B) any dispute between any Parent Indemnified Party and appropriate to resolve any such indemnification claims; (v) agree to, object to, negotiate, resolve, enter into settlements and compromises of, and submit to review by the Neutral Accountant any matters pursuant to Section 2.3(b) or the Earn Out Plan; (vi) resolve any other dispute with Purchaser over any aspect of this Agreement, including participating in negotiation, mediation or litigation with respect to such disputes and complying with any orders of courts issued in connection therewith; (vii) negotiate, agree to and enter into any agreement (including settlements and releases, and amendments to this Agreement) on behalf of the Company MemberSecurityholders to effectuate any of the foregoing, in which agreements shall have the effect of binding each caseCompany Securityholder as if such Company Securityholder had personally entered into such agreements; (viii) incur any costs and expenses for the account of the Company Securityholders, relating manage the payment of such costs and expenses, and make all determinations which may be required or permitted to be taken by the Company Securityholders under this Agreement and (ix) do all other things and take all other actions under or related to this Agreement or any of that the transactions or other matters contemplated hereby and (iv) take all actions Representative may consider necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoingforegoing and to otherwise effectuate the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Representative This appointment and power of attorney shall have no obligation to act on behalf of the Company Members, except as expressly provided hereinbe deemed coupled with an interest, and for purposes all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of claritylaw, there are no obligations whether by the death or incapacity or liquidation or dissolution of the Representative in any ancillary agreement, schedule, exhibit Company Securityholder or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf occurrence of each Company Member with respect to the disposition, settlement any other event or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10events. The Company Members and their respective successors, heirs, estates and assigns Securityholders shall be bound by all actions taken and documents executed by the Representative as provided above, including in connection with this Article VII, Section 2.3(b) and the Representative’s duties under this AgreementEarn Out Plan, and Parent Purchaser and the other Parent Purchaser Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted Representative acting in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that ’s capacity as such in connection with all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Membersmatters.

Appointment of Representative. (a) By voting in favor of to adopt this Agreement and approve the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving accepting the benefits thereof, each Company Member Shareholder shall be deemed to have approved the designation of and hereby designates the Shareholder Representative as the representative of the Company Members Shareholders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Shareholder with respect to Claims claims for indemnification under this Article 10 VII and the taking by the Shareholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from Parent (on behalf of itself or any other Company MemberParent Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept 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 holders individually); (b) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any a portion of the Holdback Escrow Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims indemnification claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 VII (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to to, (Ai) Claims indemnification claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 VII or (Bii) any dispute between any Parent Indemnified Party Person and any such Company Memberholder, in each case, case relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement; and (ivd) take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Shareholder Representative shall have authority and power to act on behalf of each Company Member Shareholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 VII and all rights or obligations arising under this Article 10VII. The Company Members and their respective successors, heirs, estates and assigns Shareholders shall be bound by all actions taken and documents executed by the Shareholder Representative in connection with the Representative’s duties under this AgreementArticle VII, and Parent and the other Parent Indemnified Parties Persons shall be entitled to rely on any action or decision of the Shareholder Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Shareholder Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Amount then on deposit with the Escrow Agent upon not less than 10 Business Days prior written notice to the Company MembersParent. No bond shall be required of the Shareholder Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative , and the Closing and/or any termination of this AgreementShareholder Representative shall receive no compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company MembersShareholders.

Appointment of Representative. (a) By voting in favor Each of the adoption of this Agreement, executing Company Preferred Stockholders and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved Management Carve-Out Recipients approves the designation of and hereby designates the Representative Xxxxxx X. Xxxxxx Xx. as the representative of the Company Members Preferred Stockholders and Management Carve-Out Recipients and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Preferred Stockholder and Management Carve-Out Recipient (the “Representative”) with respect to Claims the monitoring and negotiating of the determination of Adjusted Net Liabilities under this Section 2.1.3 hereof and claims for indemnification under Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (iia) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, General Escrow Funds in satisfaction of Claims indemnity claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (c) arbitrate, resolve, settle or compromise any claim for indemnity made pursuant to Article 11; (d) accept, contest or request additional information with respect to Final Adjustment Calculations; (Ae) Claims by engage advisors and consultants to review any Final Adjustment Calculations and such books and records of Parent or any other Parent Indemnified Party pursuant Company as Representative or such advisors may deem necessary to this Article 10 make determinations with respect thereto; (f) arbitrate, mediate, litigate, negotiate, discuss or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating settle with respect to this Agreement or any the determination of the transactions or other matters contemplated hereby determination of Adjusted Net Liabilities and to engage advisors to assist in such activities; (g) execute the Escrow Agreement and (ivh) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Member Preferred Stockholder and Management Carve-Out Recipient with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members Preferred Stockholders and their respective successors, heirs, estates and assigns shall Management Carve-Out Recipients will be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties shall will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall will not be liable to any Company Member Preferred Stockholder or any other Person for any actions taken Management Carve-Out Recipient in the absence of gross negligence or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action willful misconduct on the part of the Representative. The Person serving as Company Preferred Stockholders and Management Carve-Out Recipients shall severally indemnify the Representative may resign at and hold him harmless against any time and may be replaced from time to time by loss, liability or expense incurred without gross negligence or willful misconduct on the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal part of the Representative and arising out of or in connection with the Closing and/or any termination acceptance or administration of this Agreementhis duties hereunder. Notices or communications to or from Any out-of-pocket costs and expenses reasonably incurred by the Representative shall constitute notice in connection with actions taken by the Representative pursuant to or from the terms of Article 11 (including the hiring of legal counsel and the incurring of legal fees and costs) not reimbursed pursuant to the Escrow Agreement will be paid by the Company Preferred Stockholders and Management Carve-Out Recipients to the Representative based on each Company Preferred Stockholder’s Pro Rata Share of the Company MembersTotal Consideration and each Management Carve-Out Recipient’s Pro Rata Share of the Management Carve-Out Amounts.

Appointment of Representative. (a) By voting in favor entering into the Transaction, each of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved Stockholders approves the designation of and hereby designates the Representative John Molloy, for as long as he is employed by Parteq Research and Dexxxxxxxxx Xnnovations Inc. or an affiliate thereof ("Parteq") (and if Mr. Molloy is no longer so employed, then Parteq may designate anoxxxx xxxxxxr of Parteq to succeed Mr. Molloy), as the representative of the Company Members Stockholders and as the attorneyaxxxxxxx-inxx-fact and exclusive agent for and on behalf of each Company Member Stockholder (the "Representative") with respect to Claims for indemnification under Article X and any other Claims of or other matters affecting any Stockholder arising out of or relating to this Article 10 Agreement or the transactions contemplated hereby, including without limitation any disputes concerning the payment of Earn-Out Consideration, and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications (on behalf authorize the release or delivery to Cellegy of itself Escrow Funds in satisfaction of indemnity claims by Cellegy or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Cellegy Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 X; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts and awards of arbitrators with respect to to, such Claims; (Ac) Claims by Parent arbitrate, resolve, settle or compromise any other Parent Indemnified Party claim for indemnity made pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 10; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Member Stockholder with respect to the disposition, settlement or other handling of all Claims under Article X or otherwise under this Article 10 Agreement and all rights or obligations arising under Article X or otherwise under this Article 10Agreement. The Company Members Representative shall, forthwith upon receipt of any correspondence or documentation arising out of or relating to this Agreement, send a copy of such correspondence and their respective successors, heirs, estates and assigns documentation to each of the Stockholders. The Representative shall also provide to each of the Stockholders a minimum of five (5) full business days written notice prior to taking any action in the exercise of the powers set forth in clauses (a)-(d) above. The Stockholders will be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties Article X or otherwise under this Agreement, and Parent and the other Parent Indemnified Parties shall Cellegy will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group will not be liable to any Stockholder in the absence of gross negligence or willful misconduct on the part of the Representative. The Stockholders shall severally indemnify the Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of his or her duties hereunder: . Cellegy (1or, in Cellegy's discretion, Vaxis) are coupled shall pay the Representative, for his services hereunder, an annual fee of $6,000 per year during the Survival Period, with an interest the first such payment due within thirty (30) days after the Closing Date and are irrevocable; (2) may be delegated future payments due before each anniversary of the Closing Date, and shall also pay any out-of-pocket costs and expenses reasonably incurred by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all Representative in connection with actions taken by the Representative under this Agreement pursuant to the terms of Article X (including the hiring of legal counsel and the incurring of legal fees and costs), up to a maximum of $5,000 per year (and Cellegy may request that the Representative submit customary documentation concerning such expenses). However, Cellegy shall be binding upon such Company Member entitled to offset and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives withhold from any and all defenses which may Earn-Out Consideration that would otherwise be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required Stockholders hereunder the full amount, in proportion to their respective share of the Representative. The immunities and rights Earn-Out Consideration, of all such payments pursuant to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Memberspreceding sentence.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved Each Principal Shareholder approves the designation of and hereby designates the Representative Paul van Eikeren as the representative of the Company Members and Principal Shareholders xxx as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Principal Shareholder (the "REPRESENTATIVE") with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (iia) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims indemnity claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation arbitration of, and comply with orders of courts and awards of arbitrators with respect to to, such claims; (Ac) Claims by Parent arbitrate, resolve, settle or compromise any other Parent Indemnified Party claim for indemnity made pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Member Principal Shareholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns shall Principal Shareholders will be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties shall will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall will not be liable to any Company Member Principal Shareholder in the absence of gross negligence or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action willful misconduct on the part of the Representative. The Person serving as Principal Shareholders shall severally indemnify the Representative may resign at and hold him harmless against any time loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representative and may arising out of or in connection with the acceptance or administration of his duties hereunder. If the Representative shall die, become disabled or otherwise be replaced from time unable to time by fulfill his responsibilities as agent of the holders of Principal Shareholders, then a majority in interest of the Merger Consideration payable Principal Shareholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Representative" for purposes of this Agreement and the Escrow Agreement. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection with actions taken by the Representative pursuant to the Company Members. No bond terms of Article 11 (including the hiring of legal counsel and the incurring of legal fees and costs) shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or deducted from the Representative shall constitute notice to or from each of the Company MembersEscrow Fund.

Appointment of Representative. (a) By executing the Indemnification Backstop Agreement, or otherwise voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving the benefits thereofconversion of Company Capital Stock or Company Options, each Company Member shall be deemed to have approved Effective Time Holder approves the designation of and hereby designates the Representative as the representative of the Company Members Effective Time Holders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Effective Time Holder with respect to Claims claims for indemnification under this Article 10 9, matters related to the Earnout Payment, the Tax Refund Amount and the Tax Credit Amount, the Adjustment Amount, the calculation of Company Net Working Capital and the Final Closing Merger Consideration and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: to (ia) give and receive notices and communications to or from Acquirer (on behalf of itself or of any other Company MemberAcquirer Indemnified Person) relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (b) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture set-off by the Company Members Acquirer of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Earnout Payment in satisfaction of Claims by Parent or any other Parent Indemnified Party indemnification claims pursuant to this Article 10 9 (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims to, the Earnout Payment, the Tax Refund Amount, the Tax Credit Amount, the Adjustment Amount and the calculation of Company Net Working Capital and the Final Closing Merger Consideration and any claims related thereto and any indemnification claims by Parent Acquirer or any other Parent Acquirer Indemnified Party Person pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 9; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Effective Time Holder with respect to the disposition, settlement or other handling of all Claims claims with respect to the Earnout Payment and all indemnification claims under this Article 10 and all rights or obligations arising under this Article 109. The Company Members and their respective successors, heirs, estates and assigns Effective Time Holders shall be bound by all actions taken and documents executed by decisions taken, and consents and instructions given by, the Representative in connection with the Representative’s duties under this AgreementArticle 9, and Parent Acquirer and the other Parent Acquirer Indemnified Parties Persons shall be entitled to rely on on, and shall be relieved from any action liability to any Person for any acts done by them in accordance with, any such action, decision, consent or decision instruction of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersEffective Time Holders. The Person serving as the Representative may be replaced from time to time by the holders of a majority in interest in the Earnout Payment upon not less than ten days prior written notice to Acquirer, which notice shall specify the Person replacing the Representative, the effective date of such replacement, the mailing address and telephone and facsimile numbers for such Person and other information reasonably requested by Acquirer.

Appointment of Representative. (a) By voting in favor In order to efficiently administer the transactions contemplated hereby, including the defense and/or settlement of any claims for which the adoption of CSE Holders may be required to indemnify Buyer Indemnified Parties pursuant to this Agreement, executing the Stockholders and delivering a Joinder Agreement or participating in Hill hereby agree to the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation appointment of and hereby designates the Representative Sxxxxx Xxxxxxxx as the Stockholders’ and Hill’s representative of (the Company Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect “Stockholders’ Representative”). The Stockholders’ Representative is hereby authorized to Claims under this Article 10 and the taking by the Representative of take any and all actions and the making of any decisions required or permitted action as is contemplated to be taken by the Representative under Stockholders or Hill by the terms of this Agreement, including provided that, the exercise of the power to: Stockholders’ Representative shall not (i) give and receive notices and communications consent to the entry of any judgment or enter into any settlement which affects or binds any of the CSE Holders without the prior written consent of such CSE Holder (on behalf of itself which consent shall not be unreasonably withheld, delayed, denied or conditioned), (ii) without limiting the foregoing, take any other Company Memberactions (directly or indirectly) relating to under this Agreement or any other document or instrument being executed in connection herewith, including consenting to any amendments to or waivers of the transactions terms and other matters contemplated herebyconditions set forth herein or therein, that have an adverse affect on any CSE Holders unless such action (iix) authorize Parent and any other applicable Parent Indemnified Party adversely affects the Stockholders’ Representative in a substantially identical manner or (y) is consented to be indemnified, reimbursed or compensated for Damages, including through the forfeiture in writing by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to each such Claims)adversely affected CSE Holder, (iii) agree towithout limiting the foregoing, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders consent to any amendment to or waiver of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this of the indemnification provisions set forth in Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company MemberVII hereof, in each case, relating to this Agreement or any case without the prior written consent of the transactions or other matters contemplated hereby CSE Holders, and (iv) be authorized to take all actions necessary any action in respect of any claim that is made by any Person (including a Governmental Authority) against any CSE Holder if such claim is not made against the Stockholders’ Representative or appropriate in the judgment of the Representative for the accomplishment of the foregoingother CSE Holders hereunder. Notwithstanding Subject to the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, all decisions and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Stockholders’ Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative CSE Holders and no CSE Holder shall only have the duties expressly stated in this Agreement and shall have no other dutyright to object, express dissent, protest or impliedotherwise contest the same. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Subject to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination foregoing, by their execution of this Agreement. Notices or communications to or from , the Representative shall constitute notice to or from each of the Company Members.CSE Holders agree that:

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving accepting the benefits thereof, each Company Member Stockholder shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Stockholders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Stockholder with respect to Claims claims for indemnification under this Article 10 IX, and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from Parent (on behalf of itself or of any other Company MemberParent Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (b) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any a portion of the Holdback Escrow Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, and Patent Escrow Amount in satisfaction of Claims indemnification claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 IX (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to to, (Ai) Claims indemnification claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 IX or (Bii) any dispute between any Parent Indemnified Party Person and any such Company Memberholder, in each case, case relating to this Agreement or any of the transactions or other matters contemplated hereby Agreement; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Stockholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 IX and all rights or obligations arising under this Article 10IX. The Company Members and their respective successors, heirs, estates and assigns Stockholders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle IX, and Parent and the other Parent Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person individual serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Amount then on deposit with Parent upon not less than ten days prior written notice to the Company MembersParent. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersStockholders.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved Each Effective Time Holder approves the designation of and hereby designates the Representative Mxxx Xxxxxx as the representative of the Company Members Effective Time Holders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Effective Time Holder (such person and any successor, the “Representative”) with respect to Claims under claims for indemnification pursuant to this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under pursuant to this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (iia) authorize Parent and any other applicable Parent Indemnified Party the release or delivery to be indemnified, reimbursed or compensated for Damages, including through Acquirer of Escrow Cash from the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims by Parent or indemnification claims of any other Parent Indemnified Party Person pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or to, any other Parent Indemnified Party claim for indemnification pursuant to this Article 10 11; (c) resolve, settle or (B) compromise any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating claim for indemnification made pursuant to this Agreement or any of the transactions or other matters contemplated hereby Article 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Member Effective Time Holder with respect to the disposition, settlement or other handling of all Claims under claims for indemnification pursuant to this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns shall Effective Time Holders will be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties shall Persons will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group will not be liable to any Effective Time Holder in the absence of gross negligence or willful misconduct on the part of the Representative. Each Effective Time Holder will severally, and not jointly, on a pro rata basis based on such Effective Time Holder’s Pro Rata Share of the Escrow Fund, indemnify and hold harmless the Representative from and against any Liability incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of his duties hereunder: (1) are coupled with an interest . Any out-of-pocket costs and are irrevocable; (2) may be delegated expenses reasonably incurred by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all Representative in connection with actions taken by the Representative under pursuant to the terms of this Agreement shall Article 11 (including the hiring of counsel and the incurring of legal fees and costs) will be binding upon such Company Member and such Company Memberpaid directly by the Effective Time Holders to the Representative on a pro rata basis based on each Effective Time Holder’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action Pro Rata Share of the Representative taken in good faith under this Agreement or Escrow Fund, and no such amounts will be paid from the Representative Engagement AgreementEscrow Fund. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person person serving as the Representative may resign at any time and may be replaced from time to time by the holders Effective Time Holders who held, as of immediately prior to the Effective Time, a majority in interest of the Merger Consideration payable to the outstanding Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersUnits.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofMerger, each of the Company Member shall be deemed to have approved Stockholders approves the designation of and hereby designates Xxxxx Xxx as the Representative as the representative of the Company Members Stockholders and as the attorney-attorney- in-fact and exclusive agent for and on behalf of each Company Member Stockholder with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications (on behalf authorize the release or delivery to Acquirer of itself Escrow Funds in satisfaction of indemnity claims by Acquirer or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Acquirer Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation arbitration of, and comply with orders of courts and awards of arbitrators with respect to to, such claims; (Ac) Claims by Parent arbitrate, resolve, settle or compromise any other Parent Indemnified Party claim for indemnity made pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Member Stockholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 11 hereof and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns shall Stockholders will be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties shall Acquirer will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall will not be liable to any Company Member Stockholder in the absence of gross negligence or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action willful misconduct on the part of the Representative. The Person serving as Company Stockholders shall severally indemnify the Representative may resign at and hold him harmless against any time and may be replaced from time to time by loss, liability or expense incurred without gross negligence or willful misconduct on the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal part of the Representative and arising out of or in connection with the Closing and/or any termination acceptance or administration of this Agreementhis duties hereunder. Notices or communications to or from Any out-of-pocket costs and expenses reasonably incurred by the Representative shall constitute notice in connection with actions taken by the Representative pursuant to or from each the terms of Article 11 (including the hiring of legal counsel and the incurring of legal fees and costs) will be paid by the Company MembersStockholders to the Representative pro rata based on each Stockholder's Pro Rata Share.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Each Company Member shall be deemed to have approved Holder approves the designation of and hereby designates Xxxxxx X. XxXxxxxxxx as the Representative as the representative of the Company Members Holders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Holder (the “Representative”) with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications (on behalf of itself authorize the release or any other Company Member) relating delivery to this Agreement or any Acquirer of the transactions General Escrow Fund and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Special Escrow Fund in satisfaction of Claims by Parent or indemnification claims of any other Parent Indemnified Party Person pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation arbitration of, and comply with orders of courts and awards of arbitrators with respect to to, such claims for indemnification; (Ac) Claims by Parent arbitrate, resolve, settle or compromise any other Parent Indemnified Party claim for indemnification made pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Member Holder with respect to the disposition, settlement or other handling of all Claims claims for indemnification under this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns shall Holders will be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties shall Acquirer will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall will not be liable to any Company Member Holder in the absence of gross negligence or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action willful misconduct on the part of the Representative. The Person serving as Company Holders will severally indemnify the Representative and hold him harmless against any Liability incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. The Representative may resign at select any time substitute or successor Representative (who shall be a former Company Stockholder) upon written notice to Acquirer and may be replaced from time to time by the consent of the holders of a majority in interest of the Merger Consideration payable General Escrow Fund and the Special Escrow Fund. At any time, the Company Holders holding a majority in interest of the General Escrow Fund and the Special Escrow Fund shall have the power to substitute any former Company Stockholder (with such former Company Stockholder’s consent and upon written notice to Acquirer) as a successor Representative hereunder. Following and subject to full payment of all Awarded Damages (as defined in Section 11.8(e)) to Acquirer, on or after the Release Date (following settlement of all Pending Claims), any out-of-pocket costs and expenses reasonably incurred by the Representative in connection with actions taken by the Representative pursuant to the terms of this Article 11 (including the hiring of legal counsel and the incurring of legal fees and costs) will be paid by the Company Members. No bond shall be required Holders to the Representative on a pro rata basis based on each Company Holder’s Pro Rata Share of the Representative. The immunities and rights to indemnification shall survive General Escrow Fund, with each share of Acquirer Common Stock in the resignation or removal of General Escrow Fund valued at the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersAcquirer Average Price Per Share.

Appointment of Representative. Each Seller (aother than Pentland) By voting in favor hereby appoints Heritage Partners Management Company, LLP, and Heritage Partners Management Company, LLP hereby accepts such appointment, as the “Representative.” The Representative shall, and shall have full power and authority to, act on behalf of the adoption of Sellers (other than Pentland) in connection with all matters relating to this Agreement, executing including, without limitation, to negotiate, execute and delivering a Joinder deliver all amendments, modifications and waivers to this Agreement or participating any other agreement, document or instrument contemplated by this Agreement except for those certificates required to be delivered pursuant to Section 9.3(a), provided, however, that if the effect of any such amendment, modification or waiver on the Sellers (other than Heritage) is different in any material and adverse respect from the Merger and receiving effect on Heritage, then the benefits thereof, each Company Member shall be deemed to have approved the designation prior written consent of and hereby designates the Representative as the representative of the Company Members and as the attorneya majority-in-fact and exclusive agent interest of such adversely affected Sellers, other than Pentland (determined based upon the number of Units sold, directly or indirectly, by such Sellers to Buyer) shall also be required for and such amendment, modification or waiver. The Representative shall also be authorized to take all actions on behalf of each Company Member the Sellers in connection with any claims under Article X of this Agreement (other than claims against Pentland, or against an individual Seller), to initiate, prosecute, defend and/or settle such claims, and to make or cause to be made payments in respect to Claims under this Article 10 and the taking by the Representative of any and all actions and claims brought against the making of any decisions required Sellers (other than Pentland) from the Escrow Funds (to the extent provided for in the Escrow Agreements) or permitted to be taken from amounts retained by the Representative under this Agreement, including . The Representative will not receive a fee for serving as the exercise agent of the power to: Sellers (iother than Pentland) give hereunder. The Representative shall be entitled to engage counsel and receive notices other advisors, and communications the reasonable fees and expenses of such counsel and advisors may be paid from the Escrow Funds (on behalf of itself to the extent provided for in the Escrow Agreements) or any other Company Member) relating from amounts retained by it pursuant to this Agreement Agreement, provided, however, that unless otherwise specifically provided for in this Agreement, Buyer shall not have any obligation or liability for such fees and expenses, and provided further, that such fees and expenses may not be paid from the portion of the Escrow Funds representing amounts held to secure indemnification obligations of Pentland. The Representative shall not be liable to any Seller for any action taken by it pursuant to this Agreement, and the Sellers (other than Pentland) shall jointly and severally indemnify and hold the Representative harmless from any Losses (as hereinafter defined) arising out of it serving as agent hereunder, except in each case if and to the extent the Representative has engaged in bad faith or willful misconduct. The Parties acknowledge that the Representative is serving in that capacity solely for purposes of administrative convenience, and is not personally liable for any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion obligations of the Holdback Amount (includingSellers hereunder, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts and Buyer agrees that would otherwise become subject it will not look to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment personal assets of the Representative for the accomplishment satisfaction of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no any obligations of the Representative in Sellers (or any ancillary agreement, schedule, exhibit or the Company Disclosure Letterof them). The Representative shall have authority and power By giving notice to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreementmanner provided by Section 11.1, and Parent and the other Parent Indemnified Parties Buyer shall be entitled deemed to rely on any action or decision have given notice to all of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(aSellers (other than Pentland) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on may be considered and relied upon by Buyer to be the action of each Seller (other than Pentland) for whom such reliance action was taken for all purposes of this Agreement. The Representative may resign as agent of the Sellers hereunder upon at least ten (10) days prior written notice to the Sellers. The Sellers (other than Pentland, but including Heritage) who were the beneficial owners of a majority of the Purchased Securities sold to Buyer may remove and replace the Representative upon written notice to the Representative. In the event the Representative resigns or is removed and replaced by such Sellers, such Sellers will promptly notify Buyer in writing of the designation by them of a successor to act as their Representative and the address to which notices hereunder shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other partysent. Parent may conclusively rely, without independent verification or investigation, upon any action All rights of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification hereunder shall survive the termination of this Agreement or the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersRepresentative.

Appointment of Representative. (ad) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Support Agreement or an Option Surrender Agreement or participating in the Merger and receiving the benefits thereof, each Company Member Indemnifying Party shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Indemnifying Parties and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Indemnifying Party with respect to Claims under this Article 10 9 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, the Escrow Agreement or any Company Ancillary Agreement to which such Company Indemnified Party is a party in its capacity as a Company Indemnifying Party, including the exercise of the power to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Company MemberParent Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement, any Company Ancillary Agreement to which such Company Indemnified Party is a party in its capacity as a Company Indemnifying Party, or any of the transactions and other matters contemplated herebyhereby or thereby (except to the extent that this Agreement, the Escrow Agreement or any Company Ancillary Agreement to which such Company Indemnified Party is a party in its capacity as a Company Indemnifying Party expressly contemplates that any such notice or communication shall be given or received by such Company Indemnifying Party individually), (ii) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any a portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 9 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 9 or (B) any dispute between any Parent Indemnified Party Person and any such Company MemberIndemnifying Party, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement, and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Indemnifying Party with respect to the disposition, settlement or other handling of all Claims under this Article 10 9 and all rights or obligations arising under this Article 109. The Company Members and their respective successors, heirs, estates and assigns Indemnifying Parties shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 9, and Parent and the other Parent Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members Indemnifying Parties recognize and intend that the power of attorney granted in this Section 10.14(a9.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members Indemnifying Parties and shall be binding on any successor thereto. Each Company Member Indemnifying Party (xaa) agrees that all actions taken by the Representative under this Agreement or the Escrow Agreement shall be binding upon such Company Member Indemnifying Party and such Company MemberIndemnifying Party’s successors as if expressly confirmed and ratified in writing by such Company Member Indemnifying Party and (ybb) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Escrow Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representativeprofessionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company MembersIndemnifying Parties, and Parent shall not be liable to any Company Member Indemnified Party or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time upon providing 10 Business Days’ prior written notice to Parent and may the Escrow Agent. In the event of the Representative’s resignation or inability to serve (due to death or disability), a substitute Representative shall be replaced from time to time designated by the holders of a majority in interest of the Merger Consideration payable Escrow Fund then on deposit with the Escrow Agent, and such designation will be effective upon the provision of written notice to Parent and the Company MembersEscrow Agent. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his, her or its services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersIndemnifying Parties.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofMerger, each Company Member shall be deemed to have approved ----------------------------- of the Digital Content Members approves the designation of and hereby designates Xxxxxxx X. Xxxxxx as the Representative as the representative of the Company Digital Content Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Digital Content Members with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including including, without limitation, the exercise of the power to: (ia) give authorize the release or delivery to Keynote of cash and receive notices any other assets deposited in escrow pursuant to the terms of Section 2.2 and communications (on behalf Article 11 hereof in satisfaction of itself indemnity claims by Keynote or any other Company MemberKeynote Indemnified Person (as defined herein) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation arbitration of, and comply with orders of courts and awards of arbitrators with respect to to, such claims; (Ac) Claims by Parent arbitrate, resolve, settle or compromise any other Parent Indemnified Party claim for indemnity made pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Digital Content Member with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 11 hereof and all rights or obligations arising under this Article 1011. The Company Digital Content Members and their respective successors, heirs, estates and assigns shall will be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties shall Keynote will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group will not be liable to any Digital Content Member in the absence of gross negligence or willful misconduct on the part of the Representative. The Digital Content Members shall severally indemnify the Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of his duties hereunder: (1) are coupled with an interest . Any out-of-pocket costs and are irrevocable; (2) may be delegated expenses reasonably incurred by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all Representative in connection with actions taken by the Representative under pursuant to the terms of Article 11 (including without limitation the hiring of legal counsel and the incurring of legal fees and costs) will be paid by the Digital Content Members to the Representative pro rata in proportion to their respective Per Membership Interest Consideration as reflected in Schedule 2.1.1 to this Agreement Agreement, which Digital Content Members shall be binding upon such Company Member and such Company Member’s successors as entitled to reimbursement by Keynote if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it Keynote is determined to be genuine, and (za Non-Prevailing Party pursuant to Section 11.8(c)(i) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Membersbelow.

Appointment of Representative. (aForming a part of the terms and conditions of the transaction) By voting in favor executing this Letter of Transmittal, the adoption undersigned hereby consents and agrees to, ratifies, confirms and acknowledges: (i) the appointment of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative for the undersigned and the other Company Stockholders, with the power and authority to act on the undersigned’s behalf as set forth in Section 9.7 of the Company Members Merger Agreement; (ii) that, subject to Section 9.7 of the Merger Agreement, he, she or it shall be bound by all that the Representative, pursuant to Section 9.7 of the Merger Agreement, shall already have done or caused to be done and shall do or cause to be done, by virtue of his appointment as the attorney-in-fact and exclusive agent for and on behalf Representative; (iii) that, subject to Section 9.7 of each Company Member with respect to Claims under this Article 10 and the taking Merger Agreement, he, she or it shall be bound by any delivery by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreementwaiver, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated herebyamendment, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnifiedagreement, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions certificate or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative pursuant to Section 9.7 of the Merger Agreement, as fully as if he, she or it had executed and delivered such documents; (iv) that the Representative shall receive reimbursement from the Company Stockholders and be indemnified by the Company Stockholder (including the undersigned), in connection accordance with the Representative’s duties under this Merger Agreement; (v) that the Company Stockholders are bound by the terms of Section 9.7 of the Merger Agreement, and Parent and including (but not limited to) the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights terms with respect to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by of the Representative; and (3vi) shall survive subject to the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest terms of the Merger Consideration Agreement, upon depositing any amounts payable to the Company Members. No bond shall be required Stockholders in accordance with the terms of the Merger Agreement with the Representative. The immunities and rights to indemnification shall survive , the resignation or removal Paying Agent and/or the Escrow Agent (in accordance with the terms of the Representative Escrow Agreement), as applicable, Acquirer, Merger Sub and the Closing and/or Surviving Corporation shall thereafter have no further liability to any termination Company Stockholder for any such payment so deposited. THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT MAY BE TAXABLE TO THE COMPANY STOCKHOLDERS. NONE OF ACQUIRER, MERGER SUB, THE REPRESENTATIVE OR THE COMPANY IS GIVING ANY TAX ADVICE IN CONNECTION WITH THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING ANY AGREEMENTS, CERTIFICATES OR DOCUMENTS ENTERED INTO IN CONNECTION WITH THE MERGER AGREEMENT. COMPANY STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF SUCH TRANSACTIONS. THIS LETTER OF TRANSMITTAL CONSTITUTES THE VALID AND BINDING AGREEMENT OF THE UNDERSIGNED ENFORCEABLE AGAINST THE UNDERSIGNED IN ACCORDANCE WITH ITS TERMS AND, ONCE SUBMITTED, IS IRREVOCABLE. NO COMPANY STOCKHOLDER WHO INTENDS TO EXERCISE STATUTORY APPRAISAL RIGHTS PURSUANT TO SECTION 262 OF THE DGCL OR IF APPLICABLE, CHAPTER 13 OF THE CALIFORNIA GENERAL CORPORATION LAW SHOULD EXECUTE THIS LETTER OF TRANSMITTAL OR SURRENDER HIS, HER OR ITS CERTIFICATES FORMERLY REPRESENTING SHARES. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL AND THE ACCOMPANYING TAX FORMS ARE COMPLETED. If you have questions regarding this Letter of Transmittal or the surrender of your shares of Company Capital Stock or if you require additional copies of this AgreementLetter of Transmittal, please contact Xxxxx Xxxxxxxxxx at xxxxx@0xxxxxxxx.xxx. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersPLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY IN THEIR ENTIRETY. THIS LETTER OF TRANSMITTAL (OR A COPY HEREOF) AND ALL OTHER DOCUMENTS AND INSTRUMENTS REQUIRED HEREBY SHOULD BE COMPLETED AND MAILED OR DELIVERED IN THE ENCLOSED PREPAID ENVELOPE TO THE FOLLOWING ADDRESS: 3Q Digital, Inc. 000 Xxxxx Xx., Xxxxx 000 Xxx Xxxxx, XX 00000 Email: xxxxx@0xxxxxxxx.xxx Attention: Corporate Secretary THE COMPANY KINDLY ASKS THAT YOU COMPLETE AND RETURN THE REQUISITE DOCUMENTS AS PROMPTLY AS POSSIBLE BUT NOT LATER THAN MARCH 16, 2015 IN ORDER TO ENSURE PROMPT PAYMENT FOLLOWING THE CLOSING. FAILURE TO RETURN THE REQUISITE DOCUMENTS BY SUCH DATE COULD RESULT IN A DELAY OF PAYMENT FOLLOWING THE CLOSING. General Instructions For Stockholders Please read this information carefully.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving accepting the benefits thereof, each Company Member Stockholder shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Stockholders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Stockholder with respect to Claims claims for indemnification under this Article 10 IX and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from Macrovision (on behalf of itself or of any other Company MemberMacrovision Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept 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 holders individually); (b) authorize Parent and any other applicable Parent Indemnified Party the release or delivery to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members Macrovision of all or any a portion of the Escrow Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims indemnification claims by Parent Macrovision or any other Parent Macrovision Indemnified Party Person pursuant to this Article 10 IX (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to to, (Ai) Claims indemnification claims by Parent Macrovision or any other Parent Macrovision Indemnified Party Person pursuant to this Article 10 IX or (Bii) any dispute between any Parent Macrovision Indemnified Party Person and any such Company Memberholder, in each case, case relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Stockholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 IX and all rights or obligations arising under this Article 10IX. The Company Members and their respective successors, heirs, estates and assigns Stockholders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle IX, and Parent Macrovision and the other Parent Macrovision Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person individual serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Holdback Amount then on deposit with the Escrow Agent upon not less than 10 days prior written notice to the Company MembersMacrovision. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersStockholders. In the event of the death, physical or mental incapacity or resignation of the Representative, Company Stockholders representing a majority in interest of the Escrow Holdback Amount may appoint a new Representative.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofMerger, each ----------------------------- of the Company Member shall be deemed to have approved Shareholders approves the designation of and hereby designates the Representative Xxxx X. Xxxxxxxx as the representative of the Company Members Shareholders and as the attorney-attorney- in-fact and exclusive agent for and on behalf of each Company Member Shareholder (the "Representative") with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (iia) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Funds in satisfaction of Claims indemnity claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation arbitration of, and comply with orders of courts and awards of arbitrators with respect to to, such claims; (Ac) Claims by Parent arbitrate, resolve, settle or compromise any other Parent Indemnified Party claim for indemnity made pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Member Shareholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns shall Shareholders will be bound by all actions taken and documents executed by the Representative in connection with Article 11, except for any action that conflicts with the Representative’s duties under this Agreementlimitations set forth in Section 11.3, and Parent and the other Parent Indemnified Parties shall will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that In performing the power of attorney granted functions specified in this Section 10.14(a) and the powersAgreement, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall will not be liable to any Company Member Shareholder in the absence of gross negligence or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action willful misconduct on the part of the Representative. The Person serving as Company Shareholders shall severally indemnify the Representative may resign at and hold him harmless against any time and may be replaced from time to time by loss, liability or expense incurred without gross negligence or willful misconduct on the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal part of the Representative and arising out of or in connection with the Closing and/or any termination acceptance or administration of this Agreementhis duties hereunder. Notices or communications to or from Any out-of-pocket costs and expenses reasonably incurred by the Representative shall constitute notice in connection with actions taken by the Representative pursuant to or from the terms of Article 11 (including the hiring of legal counsel and the incurring of legal fees and costs) will be paid by the Company Shareholders to the Representative pro rata based on each Common Shareholder's and/or Preferred Shareholder's pro rata share of the Company MembersEscrow Funds.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving the benefits thereofconversion of Company Capital Stock, Company Options or Company Warrants, each Company Member shall be deemed to have approved Effective Time Holder approves the designation of and hereby designates the Representative as the representative of the Company Members Effective Time Holders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Effective Time Holder with respect to Claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, the Escrow Agreement and the Representative Engagement Agreement, including the exercise of the power to: (i) give and receive notices and communications to or from Parent (on behalf of itself or of any other Company MemberParent Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, 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 holders individually); (ii) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Cash in satisfaction of indemnification Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 11 (including by not objecting to such Claims), ; (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) to, indemnification Claims by Parent or any other Parent Indemnified Party Person against the Escrow Cash pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. The Representative shall have authority and power to act on behalf of each Effective Time Holder with respect to the disposition, settlement or other handling of all Claims against the Escrow Cash under this Article 11 and all rights or obligations with respect to the Escrow Cash arising under this Article 11. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company MembersEffective Time Holders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure LetterSchedule. The Representative shall have authority be entitled to: (i) rely upon the Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and power (iii) reasonably assume that a signatory has proper authorization to act sign on behalf of each Company Member with respect to the disposition, settlement applicable Effective Time Holder or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10party. The Company Members and their respective successors, heirs, estates and assigns Effective Time Holders shall be bound by all actions and decisions taken and documents executed consents and instructions given by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to any Effective Time Holder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement AgreementAgreement are waived. The Representative Parent and other Parent Indemnified Persons and the Escrow Agent shall only have the duties expressly stated in this Agreement be entitled to rely on, and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) be relieved from any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable liability to any Company Member or any other Person for any actions taken or omitted from being taken acts done by them or by Parent in accordance with with, any such action, decision, consent or reliance upon any decision or action instruction of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersEffective Time Holders. The Person serving as the Representative may resign at any time or may be replaced from time to time by the holders of a majority in interest of the Escrow Cash then on deposit with the Escrow Agent upon not less than 10 calendar days prior written notice to Parent and the Escrow Agent, which notice shall specify the Person replacing the Representative, the effective date of such replacement, the mailing address and telephone and facsimile numbers for such Person and other information reasonably requested by Parent or the Escrow Agent. The powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Effective Time Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Effective Time Holder of the whole or any fraction of his, her or its interest in the Escrow Cash.

Appointment of Representative. (a) By voting in favor The Representative is appointed, authorized and empowered to be the exclusive representative and agent of each of the adoption Sellers, with full power of substitution, to deliver and receive all documents, instruments and communications for the Sellers and to give all consents on behalf of the Sellers at any time, in connection with, and that may be deemed by the Representative to be necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement, executing and delivering a Joinder Agreement or participating in to facilitate the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative consummation of the Company Members transactions contemplated hereby and as thereby, and in connection with the attorney-in-fact and exclusive agent for and activities to be performed by or on behalf of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative such Sellers under this Agreement, including and each other agreement, document, instrument or certificate referred to herein or therein (including, without limitation, in connection with any and all claims for remedies brought pursuant to this Agreement). By executing this Agreement, the exercise Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Representative shall have the power toto take any of the following actions on behalf of such Sellers: (i) give and to waive any provision of this Agreement as the Representative, in his sole discretion, may deem necessary or desirable; (ii) to assert any claim or institute any action or proceeding; (iii) to investigate, defend, contest or litigate any action or proceeding initiated against the Sellers; (iv) to receive notices and communications (process on behalf of itself any or all such Sellers in any other Company Membersuch action or proceeding; (v) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, resolve and comply with orders of courts and awards of arbitrators or other third party intermediaries with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations disputes arising under this Article 10. The Company Members Agreement as the Representative, in his sole discretion, may deem necessary or desirable; (vi) to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement as the Representative, in his sole discretion, may deem necessary or desirable and their respective successors(vii) to make, heirsexecute, estates acknowledge and assigns shall be bound by deliver all actions taken such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and documents executed by other writings, and, in general, to do any and all things and to take any and all action that the Representative Representative, in his or her sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Representative’s duties under activities described in this Agreement, and Parent Clause 21.1 and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Memberstransactions contemplated hereby.

Appointment of Representative. (a) By voting in favor In order to efficiently administer the transactions contemplated hereby, including the defense and/or settlement of any claims for which the adoption of CSE Holders may be required to indemnify Buyer Indemnified Parties pursuant to this Agreement, executing the Stockholders and delivering a Joinder Agreement or participating in Hill hereby agree to the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation appointment of and hereby designates the Representative Xxxxxx Xxxxxxxx as the Stockholders’ and Hill’s representative of (the Company Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect “Stockholders’ Representative”). The Stockholders’ Representative is hereby authorized to Claims under this Article 10 and the taking by the Representative of take any and all actions and the making of any decisions required or permitted action as is contemplated to be taken by the Representative under Stockholders or Hill by the terms of this Agreement, including provided that, the exercise of the power to: Stockholders’ Representative shall not (i) give and receive notices and communications consent to the entry of any judgment or enter into any settlement which affects or binds any of the CSE Holders without the prior written consent of such CSE Holder (on behalf of itself which consent shall not be unreasonably withheld, delayed, denied or conditioned), (ii) without limiting the foregoing, take any other Company Memberactions (directly or indirectly) relating to under this Agreement or any other document or instrument being executed in connection herewith, including consenting to any amendments to or waivers of the transactions terms and other matters contemplated herebyconditions set forth herein or therein, that have an adverse affect on any CSE Holders unless such action (iix) authorize Parent and any other applicable Parent Indemnified Party adversely affects the Stockholders’ Representative in a substantially identical manner or (y) is consented to be indemnified, reimbursed or compensated for Damages, including through the forfeiture in writing by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to each such Claims)adversely affected CSE Holder, (iii) agree towithout limiting the foregoing, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders consent to any amendment to or waiver of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this of the indemnification provisions set forth in Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company MemberVII hereof, in each case, relating to this Agreement or any case without the prior written consent of the transactions or other matters contemplated hereby CSE Holders, and (iv) be authorized to take all actions necessary any action in respect of any claim that is made by any Person (including a Governmental Authority) against any CSE Holder if such claim is not made against the Stockholders’ Representative or appropriate in the judgment of the Representative for the accomplishment of the foregoingother CSE Holders hereunder. Notwithstanding Subject to the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, all decisions and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Stockholders’ Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative CSE Holders and no CSE Holder shall only have the duties expressly stated in this Agreement and shall have no other dutyright to object, express dissent, protest or impliedotherwise contest the same. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Subject to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination foregoing, by their execution of this Agreement. Notices or communications to or from , the Representative shall constitute notice to or from each of the Company Members.CSE Holders agree that:

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Support Agreement or participating in the Merger and receiving the benefits thereof, each Company Member Indemnifying Party shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Indemnifying Parties and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Indemnifying Party with respect to Claims under this Article 10 9 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, the Escrow Agreement, the Representative Engagement Agreement or any Company Ancillary Agreement to which such Indemnifying Party is a party in its capacity as an Indemnifying Party, including the exercise of the power to: (i) give and receive notices and communications to or from (on behalf of itself or any other Company MemberIndemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement, any Company Ancillary Agreement to which such Indemnifying Party is a party in its capacity as a Indemnifying Party, or any of the transactions and other matters contemplated herebyhereby or thereby (except to the extent that this Agreement, the Escrow Agreement or any Company Ancillary Agreement to which such Indemnifying Party is a party in its capacity as a Indemnifying Party expressly contemplates that any such notice or communication shall be given or received by such Indemnifying Party individually), (ii) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any a portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 9 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 9 or (B) any dispute between any Parent Indemnified Party and any such Company MemberIndemnifying Party, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. The Representative shall have authority and power to act on behalf of each Indemnifying Party with respect to the disposition, settlement or other handling of all Claims under this Article 9 and all rights or obligations arising under this Article 9. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company MembersIndemnifying Parties, except as expressly provided herein, in the Escrow Agreement and for purposes of clarity, there are no obligations of in the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure LetterEngagement Agreement. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns Indemnifying Parties shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 9, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members Indemnifying Parties recognize and intend that the power of attorney granted in this Section 10.14(a9.13(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members Indemnifying Parties and shall be binding on any successor thereto; and (4) shall survive the delivery of any assignment by any Indemnifying Party of the whole or any fraction of his, her or its interest in the Escrow Fund. Each Company Member Indemnifying Party (xaa) agrees that all actions taken by the Representative under this Agreement or the Escrow Agreement shall be binding upon such Company Member Indemnifying Party and such Company MemberIndemnifying Party’s successors as if expressly confirmed and ratified in writing by such Company Member Indemnifying Party and (ybb) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Representative Agreement or the Representative Engagement Escrow Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied, and for the purposes of clarity there are no obligations of the Representative in any Company Ancillary Agreement, schedule, exhibit or the Company Disclosure Letter. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representativeprofessionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; . In addition, the Representative may rely on the Spreadsheet, on any signature believed by it to be genuine, and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member Indemnifying Party or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company MembersIndemnifying Parties, and Parent shall not be liable to any Company Member Indemnifying Party or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time time, and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Fund then on deposit with the Escrow Agent upon not less than 10 Business Days’ prior written notice to Parent and the Company Members. No bond shall be required of the RepresentativeEscrow Agent. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement. Notices or communications to or from Agreement and the Representative shall constitute notice to or from each of the Company Members.Escrow 82