Common use of Representative Clause in Contracts

Representative. By executing this Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed by the Representative to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The Representative may resign upon 30 days’ written notice to PubCo, provided that the Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such party.

Representative. By executing this virtue of the execution and delivery of the Joinder and Release Agreement, each “Representative” means Xxx Xxxxxxxxxx, not as an officer, manager or member of the TRA Parties shall be deemed Company, but as an individual representing the stockholder pursuant to have irrevocably appointed the Representative as its agent and attorney in fact with full a power of substitution attorney granted by the stockholder to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessaryRepresentative. Any amendment, convenient consent or appropriate to facilitate any matters under this Agreement, including: (i) execution of approval required or action by the documents and certificates required stockholder pursuant to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed Agreement will be effected by the Representative to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA PartiesRepresentative. The Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Stockholders according to each Stockholder's pro rata share (“Pro Rata Share”) of the Merger Consideration (the "Majority Holders"); provided, however, in no event shall Representative resign or be removed without the Majority Holders having first appointed a new Representative who shall assume such duties immediately upon 30 days’ written notice to PubCothe resignation or removal of Representative. In the event of the death, provided that the Representative has found a replacement to become the incapacity, resignation or removal of Stockholder Representative, which a new Representative shall be appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Representative shall be sent to Parent, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is acceptable received by Parent; provided, that until such notice is received, Parent, Merger Sub and the Surviving Corporation shall be entitled to PubCo rely on the decisions and actions of the prior Representative. The Representative shall not be liable to the Stockholders for actions taken pursuant to this Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Representative shall be conclusive evidence of good faith). The Stockholders shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its reasonable discretion. If PubCo determines activities as Representative under this Agreement (the "Representative Losses"), in its reasonable discretion each case as such Representative Loss is suffered or incurred; provided, that such replacement in the event it is not acceptablefinally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, PubCo shall identify a replacement to become the fraud, intentional misconduct or bad faith of Representative, which is acceptable Representative shall reimburse the Stockholders the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the resigning Representative Stockholders, severally and not jointly (in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such partyaccordance with their Pro Rata Shares).

Representative. By executing Each of the Seller Agreement Parties hereby agrees that Jxxxx Xxxxxxx shall be appointed as the Representative and as the attorney-in-fact for and on behalf of each Stockholder, and is hereby authorized to take any and all actions and make any and all decisions required or permitted to be taken by him under this Agreement or any Ancillary Agreement to which any Stockholder is a party, including the exercise of the power to (a) resolve any Disputed Items with respect to the Final Closing Statement (b) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (c) resolve any indemnification claims, and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the other terms, conditions and limitations of this Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed Ancillary Agreements and any transactions contemplated herein and therein. Accordingly, the Representative as its agent has the authority and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the documents and certificates required pursuant each Stockholder with respect to this Agreement; (ii) except Agreement or any Ancillary Agreement to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) which any and Stockholder is a party. Each Stockholder will be bound by all consents, waivers, amendments or modifications deemed actions taken by the Representative to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement and paying Parent shall only be required to acknowledge or act upon a written communication signed by the Representative. Such agency may be changed with respect to the Representative by the majority of the Stockholders represented thereby; provided, however, that the Representative may not be removed unless any fees related thereto on behalf such majority agrees to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, the Representative may resign at any time by providing written notice of intent to resign to each Stockholder, which resignation shall be effective upon the earlier of (i) thirty (30) calendar days following delivery of such TRA Partieswritten notice or (ii) the appointment of a successor by the relevant majority. No bond shall be required of the Representative and the Representative shall not receive any compensation for its services. The Representative shall not be liable to the Stockholders for any act done or omitted hereunder as the Representative while acting in good faith and in the exercise of reasonable judgment, subject to reimbursement by even if such TRA Partiesact or omission constitutes negligence on the part of the Representative. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may resign upon 30 days’ written notice to PubCoengage attorneys, provided that accountants and other professionals and experts and pay for such services out of the Reserve Amount. The Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to identify a replacement acceptable to each such partyhave been taken in good faith and in the exercise of reasonable judgment. The Stockholders shall jointly and severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred on the part of the Representative (so long as the Representative was acting in good faith in connection therewith) and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative.

Representative. By executing this Agreement, each (a) Effective upon and by virtue of the TRA Parties Shareholder Approval, and without any further act of any of the Shareholders, Representative shall be deemed to have irrevocably hereby appointed as the Representative representative of the Shareholders and as its the attorney-in-fact and agent for and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions each Shareholder for purposes of this Agreement; (iv) any Agreement and all consents, waivers, amendments or modifications deemed by the Escrow Agreements. Representative to be necessary or appropriate will take such actions under this Agreement and the execution or delivery Escrow Agreements and otherwise on behalf of any documents that such Shareholders as Representative may be deem necessary or appropriate in its discretion in connection therewith; with or to consummate the transactions contemplated hereby or thereby, including (i) executing and delivering this Agreement, the Escrow Agreements and any other ancillary documents and negotiating and executing amendments, modifications, waivers or changes thereto (provided that any waiver or amendment that shall adversely and disproportionately affect the rights or obligations of any Shareholder as compared to other Shareholders shall require the prior written consent of such Shareholder), (ii) taking all actions and making all filings on behalf of such Shareholders with any Governmental Body or other Person necessary to effect the consummation of the transactions contemplated by this Agreement, (iii) agreeing to, negotiating, entering into settlements and compromises of, complying with Orders with respect to, and otherwise administering and handling any claims under this Agreement or the Escrow Agreements on behalf of the Shareholders, (iv) using the Representative Expense Amount to satisfy costs, expenses and/or liabilities of Representative in connection with matters related to this Agreement and/or Escrow Agreements as Representative, and (v) taking all other actions that are either necessary or appropriate in the judgment of Representative is authorized for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreements. Representative hereby accepts such appointment. Representative shall use commercially reasonable efforts based on contact information available to take Representative to keep the Shareholders reasonably informed with respect to actions of Representative pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, authority granted Representative under this Agreement and executing, which actions have a material impact on behalf of such TRA Parties, any settlement agreement, release or other document with respect the amounts payable to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Partiesthe Shareholders. The Representative may resign upon 30 days’ Each Shareholder shall promptly provide written notice to PubCo, provided that the Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that of any change of address of such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such partyShareholder.

Representative. By executing this AgreementEach Seller hereby authorizes, each of directs and appoints Restaurant Holdings to act as its sole and exclusive agent, attorney-in-fact and representative (the TRA Parties shall be deemed to have irrevocably appointed “Representative”) and authorizes and directs the Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do (a) take any and all things actions (including, without limitation, executing and execute delivering any documents (including any amendment or modification to this Agreement), incurring any costs and all documents expenses on behalf of such TRA Parties Seller and making any and all determinations) which may be necessaryrequired or permitted by this Agreement to be taken by such Seller; (b) make decisions on behalf of such Seller with respect to the transactions and other matters contemplated by this Agreement or the other Transaction Documents, convenient including regarding adjustments to the Estimated Aggregate Purchase Price and the management, negotiation, settlement and compromise of indemnification claims or appropriate demand litigation or arbitration with respect to facilitate any matters under this Agreementthird-party suits or claims by the Purchaser for indemnification; (c) exercise such other rights, including: (i) execution of power and authority, as are authorized, delegated and granted to the documents and certificates required Representative pursuant to this Agreement; and (iid) except exercise such rights, power and authority as are incidental to the extent provided in this Agreementforegoing. Any such actions taken, receipt exercises of rights, power or authority, and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments decision or modifications deemed determination made by the Representative consistent therewith, shall be absolutely and irrevocably binding on each such Seller as if such Seller personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Seller’s capacity. Each Seller agrees that the Representative shall not be liable for any actions taken or omitted to be necessary taken under or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement or the transactions contemplated hereby, except for such actions taken or omitted to be taken resulting from the Representative’s willful misconduct. Purchaser shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement, and paying shall be entitled to rely conclusively (without further evidence of any fees related thereto kind whatsoever) on any document executed by or purported to be executed on behalf of such TRA Parties, subject to reimbursement any Seller by such TRA Parties. The Representative may resign upon 30 days’ written notice to PubCo, provided that the Representative has found a replacement to become the Representative, which is acceptable and on any other action taken or purported to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that be taken on behalf of any such replacement is not acceptable, PubCo shall identify a replacement to become Seller by the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to as fully binding upon each such partySeller.

Representative. By executing Each of the Seller Agreement Parties hereby agrees that C. Nxxxxxxx Xxxxxx shall be appointed as the Representative and as the attorney-in-fact for and on behalf of each Stockholder, 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 or any Ancillary Agreement to which any Stockholder is a party, including the exercise of the power to (a) resolve any Disputed Items with respect to the Final Closing Statement (b) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (c) resolve any indemnification claims, and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the other terms, conditions and limitations of this Agreement, each the Ancillary Agreements and any transactions contemplated herein and therein. The Representative shall no have authority to modify the allocation attached hereto as Annex A without written consent of Jxxx X. Xxxxxxx (or his estate representative.) Accordingly, and except as set forth in the TRA Parties shall be deemed to have irrevocably appointed immediately preceding sentence, the Representative as its agent has the authority and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the documents and certificates required pursuant each Stockholder with respect to this Agreement; (ii) except Agreement or any Ancillary Agreement to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) which any and Stockholder is a party. Each Stockholder will be bound by all consents, waivers, amendments or modifications deemed actions taken by the Representative to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement and paying Parent shall only be required to acknowledge or act upon a written communication signed by the Representative. Such agency may be changed with respect to the Representative by the majority of the Stockholders represented thereby; provided, however, that the Representative may not be removed unless any fees related thereto on behalf such majority agrees to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, the Representative may resign at any time by providing written notice of intent to resign to each Stockholder, which resignation shall be effective upon the earlier of (i) thirty (30) calendar days following delivery of such TRA Partieswritten notice or (ii) the appointment of a successor by the relevant majority. No bond shall be required of the Representative and the Representative shall not receive any compensation for its services. The Representative shall not be liable to the Stockholders for any act done or omitted hereunder as the Representative while acting in good faith and in the exercise of reasonable judgment, subject to reimbursement by even if such TRA Partiesact or omission constitutes negligence on the part of the Representative. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may resign upon 30 days’ written notice to PubCoengage attorneys, provided that the accountants and other professionals and experts. The Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate may in good faith rely conclusively upon information, reports, statements, advice and opinions prepared or presented by such professionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to identify a replacement acceptable have been taken in good faith and in the exercise of reasonable judgment. The Stockholders shall jointly and severally indemnify the Representative and hold the Representative harmless against any payment which by the terms of this Agreement is required to each such partybe made by the Representative (on behalf of the Stockholders), and against any loss, liability or expense incurred on the part of the Representative (so long as the Representative was acting in good faith in connection therewith) and arising out of or in connection with the acceptance or administration of the Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative.

Representative. By executing this Agreement(a) To the fullest extent permitted by law, each of Shareholder hereby irrevocably constitutes and appoints Charles E. Xxxxxxxx xx xxx xxxxxxxx-in-fact and legal and judicial representative (the TRA Parties shall be deemed to have irrevocably appointed the Representative as its agent and attorney in fact "Representative"), with full power of substitution substitution, for the purposes of (i) receiving all notices and communications directed to act from any Shareholder under this Agreement and after taking any action (or determining to take no action) with respect thereto as the date hereof and to do any and all things and execute any and all documents Representative may deem appropriate, including the settlement or compromise on behalf of such TRA Parties which any Shareholder of any Third Party Claim or Losses, and (ii) executing and delivering on behalf of any Shareholder all instruments and documents of every kind the Representative may deem necessary or advisable to accomplish the foregoing. Each Shareholder hereby ratifies and confirms, as the Shareholder's own act, all that the Representative shall do or cause to be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the documents and certificates required done pursuant to this Agreement; . (iib) except If the Representative resigns, the resigning Representative shall appoint as successor either another Shareholder or a third party reasonably acceptable to Parent (a "Successor Representative"). The resigning Representative's resignation shall not be effective until a Successor Representative shall have agreed in writing to accept such appointment. If the Representative should die or become incapacitated, a Successor Representative shall be appointed within 30 days of the Representative's death or incapacity by the Shareholders that received a majority of Total Consideration. Upon acceptance by a Successor Representative of the Successor Representative's appointment, the appointment shall be final and binding on the Shareholders. (c) Each Shareholder irrevocably agrees that with respect to any Third Party Claim or any claim for indemnification hereunder any service of process, writ, judgment or other notice of legal process shall be deemed and held in every respect to be effectively served upon the Shareholder if delivered by registered, certified or first class mail, postage prepaid to the extent provided Representative at such person's address set forth in this AgreementSection 4.1, receipt whom each Shareholder irrevocably appoints as its authorized agent for service of process. (d) The death or incapacity of any Shareholder shall not terminate the authority and forwarding of notices and communications pursuant to this Agreement; (iii) administration agency of the provisions Representative. (e) Each Shareholder hereby agrees to indemnify the Representative and to hold the Representative harmless against any loss, liability or expense incurred without negligent conduct or bad faith on the part of this Agreement; (iv) any the Representative and all consentsarising out of or in connection with his duties as Representative, waivers, amendments or modifications deemed including court costs and attorneys' fees and expenses incurred by the Representative to be necessary in defending against any Third Party Claim or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties Losses in connection with this Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA PartiesAgreement. The Representative may resign upon 30 days’ written notice to PubCo, provided that the Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such party.2.4

Representative. By executing Vantage is hereby appointed by the Company (and by execution of this Agreement, each Agreement hereby accepts such appointment) as the representative of the TRA Parties shall be deemed Recipients (the “Representative”), with respect to have irrevocably appointed the taking by the Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things actions and execute the making of any and all documents on behalf of such TRA Parties which may decisions required or permitted to be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed taken by the Representative under this Agreement or the Escrow Agreement or EBITDA Shares Escrow Agreement. Should the Representative resign or be unable to serve, a new Representative will be necessary or appropriate under selected jointly by a vote of the Recipients who, at Closing, received a majority of the Merger Shares, whose appointment shall be effective upon execution by such successor of a joinder agreement providing for such successor to become a party to the Escrow Agreement, the EBITDA Shares Escrow Agreement and this Agreement as the Representative, in which case such successor shall for all purposes of this Agreement and the execution Escrow Agreement and EBITDA Shares Escrow Agreement be the Representative (and the prior acts taken by the succeeded Representative shall remain valid for purposes of this Agreement and the Escrow Agreement and the EBITDA Shares Escrow Agreement). If such Recipients are unable to appoint a Person to serve in the capacity of Representative within 15 days of the date that the former Representative resigned or delivery became unable to serve, a new Representative shall be selected by majority vote of those Persons on Parent’s board of directors who served on the board of directors of the Company immediately prior to the Effective Time. The Representative shall not be liable to Recipients for any documents that may be necessary liability, loss, damage, penalty, fine, cost or appropriate expense incurred without gross negligence by the Representative while acting in good faith and arising out of or in connection therewith; with the acceptance or administration of his duties hereunder (v) taking actions the Representative is authorized to take it being understood that any act done or omitted pursuant to the other provisions advice of this Agreement; (vi) negotiating and compromising, on behalf counsel shall be conclusive evidence of such TRA Partiesgood faith). From and after the Effective Time, a decision, act, consent or instruction of the Representative shall be final, binding and conclusive and not subject to challenge by any dispute that may arise underRecipient. Parent and Surviving Corporation are hereby relieved from any liability to any person for any acts done by Representative and any acts done by Parent or Surviving Corporation in accordance with any such decision, act, consent or instruction of the Representative. Parent, Parent and each of their respective Affiliates shall be entitled to rely upon, and exercising or refraining from exercising any remedies available undershall be fully protected in relying upon, this Agreement the power and executing, on behalf authority of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The Representative may resign upon 30 days’ written notice to PubCo, provided that the Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such partywithout independent investigation.

Representative. By executing this AgreementIn its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into each of the TRA Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties shall be deemed to have irrevocably appointed upon the Representative terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as its agent collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and attorney in fact with full hereby granted a power of substitution attorney, to act from execute and after the date hereof and to do any and all things and execute any and all documents deliver on behalf of such TRA the Secured Parties which may be necessary, convenient any Loan Documents necessary or appropriate to facilitate grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any matters under this Agreement, including: Lien granted to or held by the Administrative Agent upon any Collateral (i) execution of the documents and certificates required pursuant to this Agreementas described in Section 10.02; (ii) except to as permitted by, but only in accordance with, the extent provided in this Agreement, receipt and forwarding terms of notices and communications pursuant to this Agreementthe applicable Loan Document; or (iii) administration if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed Lenders hereunder. Upon request by the Representative Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to be necessary release particular types or appropriate under this Agreement and items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the execution or delivery terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents that as may be necessary or appropriate in connection therewith; (v) taking actions to evidence the Representative is authorized to take pursuant release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other provisions of this Agreement; (vi) negotiating and compromising, on behalf than the release of such TRA Parties, any dispute that may arise underLiens without recourse or warranty, and exercising (ii) such release shall not in any manner discharge, affect or refraining from exercising impair the Secured Obligations or any remedies available underLiens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, this Agreement and executingincluding (without limitation) the proceeds of the sale, on behalf all of such TRA Parties, any settlement agreement, release or other document with respect which shall continue to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf constitute part of such TRA Parties in connection with this Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The Representative may resign upon 30 days’ written notice to PubCo, provided that the Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such partyCollateral.

Representative. By executing this Agreement, each of the TRA Parties shall be deemed to have irrevocably (a) Fortis Advisors LLC is hereby constituted and appointed the Representative as its exclusive agent and attorney in fact with full power of substitution to act from attorney‑in‑fact for and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the documents Seller Indemnitors and certificates required pursuant to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed by is the Representative to be necessary or appropriate for all purposes under this Agreement and the execution Escrow Agreement. Without limiting the generality of the foregoing, the Representative has full power and authority, on behalf of each Seller Indemnitor, to (i) interpret the terms and provisions of this Agreement, any Ancillary Agreement and the documents to be executed and delivered by the Seller Indemnitors in connection herewith, including the Escrow Agreement and the Representative Agreement, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or delivery permitted to be given in connection with the consummation of the transactions contemplated by this Agreement, including the Escrow Agreement, (iii) receive service of process in connection with any claims under this Agreement, the Escrow Agreement or the Representative Agreement, (iv) agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any claims under this Agreement, any Ancillary Agreement or any other documents that may to be executed and delivered by any of the Seller Indemnitors, and take all actions necessary or appropriate in connection therewith; the judgment of the Representative for the accomplishment of the foregoing, (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; give and receive notices and communications, (vi) negotiating and compromising, take all actions necessary or appropriate in the judgment of the Representative on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties the Seller Indemnitors in connection with this Agreement, the Escrow Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The Representative may resign upon 30 days’ written notice to PubCo, provided that the Representative has found a replacement to become Agreement, (vii) make any determinations and settle any matters in connection with the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable adjustments to the resigning Representative Estimated Cash Merger Consideration in its reasonable discretion. If Section 2.11 (including authorizing delivery to Parent of the resigning Representative determines Adjustment Escrow Funds or any portion thereof), (viii) authorize delivery to any Parent Indemnitee of the Escrow Funds or any portion thereof in its reasonable discretion that satisfaction of claims brought by any Parent Indemnitee for Losses, (ix) in the replacement identified case of the Founders and the Founder Stockholder, authorize delivery to any Parent Indemnitee of the Founder Escrow Funds or any portion thereof in satisfaction of claims brought by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such party.any Parent Indemnitee for Losses (ix)

Representative. (a) By executing voting in favor of the adoption of this Agreement, each the approval of the TRA Parties principal terms of the Merger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Equityholder shall be deemed to have irrevocably appointed approved the designation of, and hereby designates, Shareholder Representative Services LLC as the Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and for all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed by the Representative to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties purposes in connection with this Agreement and paying any fees related thereto Ancillary Agreement, including to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Cash Payment and Earn-Out Amount under Article 1 and other applicable provisions of this Agreement, to authorize distribution of the Amount, to take all actions on behalf of the Equityholders pursuant to this Agreement, Escrow Agreement and any Ancillary Agreement to which such TRA PartiesEquityholder is a party, subject and to reimbursement take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement, Escrow Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Equityholder, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Equityholder, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Equityholder hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. Without limiting the generality of the foregoing, the Representative shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the name of the Equityholders necessary to effectuate the Closing and related transactions. The Representative shall be authorized to take all actions on behalf of the Equityholders in connection with any claims made under Articles 8 or 9 of this Agreement (including Equityholder Specific Claims), to defend or settle such TRA Partiesclaims, and to make payments in respect of such claims on behalf of the Equityholders. The Representative may resign at any time. The Equityholders may remove or replace the Representative by a vote of holders that own a majority of the Common Stock immediately prior to Closing upon 30 daysnot less than ten (10) Business Days’ prior written notice to PubCo, provided that Buyer. No bond will be required of the Representative. Notices or communications to or from the Representative has found a replacement from and after Closing will constitute notice to become or from each of the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such partyEquityholders.

Representative. By executing (a) For purposes of this Agreement, immediately and automatically upon the Required Vote, and without further action on the part of any Company Securityholder, each of the TRA Parties Company Securityholder shall be deemed to have irrevocably appointed consented to the appointment of Xxxxxx Cell as his, her or its representative and the attorney-in-fact for and on behalf of each such Company Securityholder, and the taking by the Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things actions and execute the making of any and all documents on behalf of such TRA Parties which may decisions required or permitted to be necessary, convenient taken by him or appropriate to facilitate any matters her under this Agreement, including: (i) execution including the disposition, settlement or other handling of the documents and certificates required pursuant to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed Liability Claims. The Company Securityholders will be bound by all actions taken by the Representative to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement Agreement, and paying Parent shall be entitled to rely on any fees related thereto notice or communication to or by, or decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Representative. Without limiting the generality of the foregoing, each decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Representative will constitute a decision of all of the Indemnifying Securityholders and any other Company Securityholders, and will be final, binding and conclusive upon each ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** Indemnifying Securityholder and any other Company Securityholder, and Parent may rely upon any such decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Representative as being that of each and every such Indemnifying Securityholder and Company Securityholder. Parent is hereby relieved from any liability to any Indemnifying Securityholder or other Company Securityholder for any acts done by it in accordance with such decision, act, consent or instruction of the Representative. All expenses, if any, incurred by the Representative in connection with the performance of his or her duties as the Representative will be borne and paid by the Indemnifying Securityholders according to their Holdback Percentages (the “Representative Expenses”). With respect to any Claims Notice delivered to the Representative that states a claim under Section 4.3(a)(9) with respect to an individual Indemnifying Securityholder or group of Indemnifying Securityholders, the Representative shall be entitled to rely on behalf the directions of such TRA PartiesIndemnifying Securityholder or Indemnifying Securityholders, subject to reimbursement as applicable, with no liability for any acts done in accordance with such direction. Following the termination of the Claim Period, the resolution of all Liability Claims and the satisfaction of all claims made by such TRA Parties. The Representative may resign upon 30 days’ written notice to PubCoIndemnified Parties for Losses, provided that the Representative has found a replacement shall have the right to become recover Representative Expenses from the remaining Indemnification Holdback Shares prior to any distribution to the Indemnifying Securityholders. No bond will be required of the Representative, which is acceptable and the Representative will not receive any compensation for its services. Notices or communications to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo or from the Representative shall identify a replacement constitute notice to become or from each of the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such partyIndemnifying Securityholders.

Representative. By executing For purposes of this Escrow Agreement, each the UniCAD -------------- Common Stockholders, without any further action on the part of the TRA Parties any such UniCAD Common Stockholder, shall be deemed to have irrevocably appointed the Representative as its agent consented to and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, includingapproved: (ia) execution the use of the documents Escrow Shares as collateral for the indemnification obligations under Section 11.2 of the Plan of Reorganization and certificates required pursuant to in the manner set forth in this Agreement; (b) the appointment of Xxxxxxx Xxxxxxx as the representative of the UniCAD Common Stockholders (the "Representative") and as the attorney-in-fact and agent for and on behalf of each UniCAD Common Stockholder (other than holders of Dissenting Shares), and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him or her under this Escrow Agreement, including, without limitation, the exercise of the power to (i) authorize delivery to CCT of Escrow Shares in satisfaction of claims by CCT, (ii) except to the extent provided in this Agreementagree to, receipt negotiate, enter into settlements and forwarding compromises of, and demand arbitration and comply with orders of notices courts and communications pursuant to this Agreement; awards of arbitrators with respect to, such claims, (iii) administration negotiate, execute on behalf of the provisions UniCAD Common Stockholders, deliver and perform amendments to or modifications of this Escrow Agreement; , (iv) resolve any claim made pursuant to Section 11.2 of the Plan of Reorganization, and (v) take all consentsactions necessary in the judgment of the Representative for the accomplishment of the foregoing; and (c) all of the other terms, waiversconditions and limitations of this Escrow Agreement. Accordingly, amendments the Representative has unlimited authority and power to act on behalf of each UniCAD Common Stockholder with respect to this Escrow Agreement and the disposition, settlement or modifications deemed other handling of all claims, rights or obligations arising under this Escrow Agreement, so long as all UniCAD Common Stockholders are treated in material respects in the same manner. The UniCAD Common Stockholders will be bound by all actions taken by the Representative to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Escrow Agreement and paying CCT and the Escrow Agent shall be entitled to rely on any fees related thereto on behalf action or decision of the Representative as constituting the actions of the UniCAD Common Stockholders. In performing such TRA Partiesfunctions, subject the Representative will not be liable to reimbursement the UniCAD Common Stockholders in the absence of gross negligence or willful misconduct. All actions and notices by such TRA Partiesthe Representative hereunder shall be signed by the Representative. The Representative may resign from such position, effective upon 30 days’ written notice a new Representative being appointed to PubCo, provided that act as the Representative has found by the written consent of UniCAD Common Stockholders who beneficially own at least a replacement to become majority of the Escrow Shares. The UniCAD Common Stockholders must elect a new Representative, and such written consent must be given, within thirty days from the date of the Representative's notice of intended resignation. UniCAD Common Stockholders who beneficially own at least a majority of the Escrow Shares may at any time and from time to time appoint by written consent a new representative to act as the Representative in place of the then-current Representative. The Representative shall not be entitled to receive any compensation or reimbursement of expenses for his or her actions taken with respect to this Escrow Agreement, which is acceptable either from CCT or the Escrow Account, unless and until there are Escrow Shares to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable be distributed to the resigning UniCAD Common Stockholders on the Escrow Release Date (the "Distributed Shares"). Any out-of- pocket costs and expenses incurred by the Representative in its reasonable discretion. If connection with actions taken pursuant to the resigning terms of this Escrow Agreement will be paid by the UniCAD Common Stockholders to the Representative determines in its reasonable discretion that proportion to their percentage interests in the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such party.Escrow Shares set forth on Exhibit A.

Representative. By executing this AgreementMichxxx X. Xxxx xxxll, each by virtue of the TRA Parties shall Merger and the resolutions to be deemed to have adopted by the Shareholders, be irrevocably appointed attorney-in-fact and authorized and empowered to act, for and on behalf of any or all of the Representative as its agent and attorney in fact Shareholders (with full power of substitution in the premises) in connection with the indemnity provisions of Article 11 as they relate to act from and after the date hereof and to do any and all things and execute any and all documents on behalf Shareholders generally, the Escrow Agreement, the notice provision of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution and such other matters as are reasonably necessary for the consummation of the documents Transactions including, without limitation, to act as the representative of such Shareholders to review and certificates required authorize all set-offs, claims and other payments authorized or directed by the Escrow Agreement and dispute or question the accuracy thereof, to compromise on their behalf with Compuware any claims asserted thereunder and to authorize payments to be made with respect thereto and to take such further actions as are authorized in this Agreement (the above named representative, as well as any subsequent representative of such Shareholders appointed by him or, after his death or incapacity, elected by vote of holders of a majority of the shares Compuware Stock received by such Shareholders pursuant to this Agreement; (ii) except the Merger, being referred to herein as the extent provided "Representative"). The Representative shall not be liable, in this Agreementhis capacity as representative of such Shareholders, receipt to any Shareholders and forwarding of notices and communications pursuant their respective affiliates or any other person with respect to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments action taken or modifications deemed omitted to be taken by the Representative to be necessary under or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement or the Escrow Agreement in his capacity as representative of such Shareholders unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the part of the Representative. Compuware and paying the Surviving Corporations and each of their respective affiliates shall be entitled to rely on such appointment and treat such Representative as the duly appointed attorney-in-fact of each Shareholder. Each Shareholder who votes in favor of the Merger pursuant to the terms hereof, by such vote, without any fees related thereto further action, and each Shareholder who receives any shares of Compuware Stock in connection with the Merger, by acceptance thereof and without any further action, confirms such appointment and authority and acknowledges and agrees that such appointment is irrevocable and coupled with an interest, it being understood that the willingness of Compuware to enter into this Agreement is based, in part, on the appointment of a representative to act on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The Representative may resign upon 30 days’ written notice to PubCo, provided that the Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such partyShareholders.

Representative. By executing The Stockholder is hereby appointed by the Company (and by execution of this Agreement, each Agreement hereby accepts such appointment) as the representative of the TRA Parties recipients of the Merger Consideration (the “Representative”) to (i) receive that portion of the Merger Consideration set forth in Section 1.5(a) herein on behalf of the holders of the Company Common Stock, and (ii) take any and all actions and make any decisions required or permitted to be taken by such recipients under this Agreement or the Escrow Agreement. Execution of the Letter of Transmittal and acceptance by a holder of Company Certificates of the Merger Consideration to which such holder is entitled shall be deemed to have irrevocably appointed the Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of acceptance by such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution holder of the documents and certificates required pursuant to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding appointment of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed by the Representative to act in such holder’s behalf. Should the Representative resign or be necessary or appropriate under unable to serve, a new Representative will be selected jointly by a vote of the recipients who, at Closing, received a majority of the shares of Parent Common Stock in the Merger, whose appointment shall be effective upon execution by such successor of a joinder agreement providing for such successor to become a party to the Escrow Agreement and this Agreement as the Representative, in which case such successor shall for all purposes of this Agreement and the execution Escrow Agreement be the Representative (and the prior acts taken by the succeeded Representative shall remain valid for purposes of this Agreement and the Escrow Agreement). If such recipients are unable to appoint a Person to serve in the capacity of Representative within 30 days of the date that the former Representative resigned or delivery became unable to serve, a new Representative shall be selected by majority vote of those Persons on Parent’s board of directors who served on the board of directors of the Company immediately prior to the Effective Time. The Representative shall not be liable to recipients of the Merger Consideration for any documents that may be necessary liability, loss, damage, penalty, fine, cost or appropriate expense incurred without gross negligence or willful misconduct by the Representative while acting in good faith and arising out of or in connection therewith; with the acceptance or administration of its duties hereunder (v) taking actions the Representative is authorized to take it being understood that any act done or omitted pursuant to the other provisions advice of this Agreement; (vi) negotiating and compromising, on behalf counsel shall be conclusive evidence of such TRA Partiesgood faith). From and after the Effective Time, a decision, act, consent or instruction of the Representative shall be final, binding and conclusive and not subject to challenge by any dispute that may arise underrecipient. Parent and Surviving Corp are hereby relieved from any liability to any person for any acts done by Representative and any acts done by Parent or Surviving Corp in accordance with any such decision, act, consent or instruction of the Representative. Parent, Surviving Corp and each of their respective Affiliates shall be entitled to rely upon, and exercising or refraining from exercising any remedies available undershall be fully protected in relying upon, this Agreement the power and executing, on behalf authority of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The Representative may resign upon 30 days’ written notice to PubCo, provided that the Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such partywithout independent investigation.

Representative. By executing this (a) Each Stockholder hereby appoints (and each holder of In the Money Options shall appoint in his or her respective Option Cancellation Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed ) the Representative as its agent for and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate Stockholders to facilitate any matters under this Agreement, including: (i) execution of the documents give and certificates required pursuant to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding of receive notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed by the Representative to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement and paying any fees related thereto the transactions contemplated hereby, to authorize and agree to adjustments to the Cash Payment and Earn-Out Payments under Article 1, to modify the Business Plan and other applicable provisions of this Agreement, to take all actions on behalf of Stockholders pursuant to this Agreement, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such TRA PartiesStockholder, subject and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Stockholder, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to reimbursement by such TRA Partiesbe given to any Stockholder hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. Without limiting the generality of the foregoing, the Representative shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the name of Stockholders necessary to effectuate the Closing and related transactions. The Representative shall be authorized to take all actions on behalf of the Stockholders in connection with any claims made under Articles 8 or 9 of this Agreement, to defend or settle such claims, and to make payments in respect of such claims on behalf of Stockholders. The Stockholders may resign upon 30 days’ written notice to PubCo, provided that remove or replace the Representative has found by a replacement vote of holders that owned a majority of the Common Stock immediately prior to become Closing. If the Representative shall be removed, resign or otherwise be unable to fulfill its responsibilities hereunder, the Stockholders shall appoint a successor to the Representative, which is acceptable to PubCo in its reasonable discretionand shall immediately thereafter notify Buyer of the identity of such successor. If PubCo determines in its reasonable discretion that Any such replacement is not acceptable, PubCo successor shall identify a replacement to become succeed the former Representative as the Representative hereunder. No bond will be required of the Representative, which is acceptable and the Representative will receive no compensation for its services. Notices or communications to or from the Representative will constitute notice to or from each of Stockholders. Notwithstanding anything to the resigning Representative contrary herein, in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that event of a claim hereunder against a single Participating Equityholder, and not any other Participating Equityholders, such affected Participating Equityholder shall be entitled to control the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each defense of such partyclaim.

Representative. (a) By executing virtue of the execution and delivery of a Joinder Agreement, and the adoption of this AgreementAgreement and approval of the Mergers by the Stockholders, each of the TRA Indemnifying Parties shall be deemed to have irrevocably appointed agreed to appoint Fortis Advisors LLC as its exclusive agent and attorney-in-fact, as the Representative as its agent for and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA the Indemnifying Parties which may be necessary, convenient or appropriate to facilitate any matters give and receive notices and communications in respect of indemnification claims under this AgreementAgreement to be recovered against the Escrow Fund, including: to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of any indemnification claims hereunder by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Transactions, and to take all other actions that are either (i) execution of the documents and certificates required pursuant to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed by the Representative to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the judgment of the Representative is authorized to take pursuant to for the other provisions accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement; (vi) negotiating and compromising. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of such TRA the Indemnifying Parties, any dispute that may arise underexcept as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and exercising or refraining from exercising for purposes of clarity, there are no obligations of the Representative in any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement ancillary agreement, release schedule, exhibit or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Partiesthe Disclosure Schedule. The Representative may resign at any time or such agency may be changed by the Stockholders from time to time upon 30 days’ not less than thirty (30) days prior written notice to PubCoParent; provided, provided however, that the Representative has found may not be removed unless holders of a replacement two-thirds interest of the Escrow Fund agree to become such removal and to the identity 84 of the substituted agent. Notwithstanding the foregoing, in the event of a resignation of the Representative or other vacancy in the position of Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Representative. Notices or communications to or from the Representative after the Closing shall constitute notice to or from the Indemnifying Parties. The powers, which is acceptable immunities and rights to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable indemnification granted to the resigning Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Indemnifying Party and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Indemnifying Party of the whole or any fraction of his, her or its interest in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such partyEscrow Fund.

Representative. By executing The Company hereby agrees that Gxxx X. Xxxxxxxxx shall be appointed as the Representative and as the attorney-in-fact for and on behalf of each Stockholder, and is hereby authorized to take any and all actions and make any and all decisions required or permitted to be taken by him under this Agreement or any Ancillary Agreement to which any Stockholder is a party, including the exercise of the power to (i) resolve any Dispute Notices with respect to the Final Closing Statement or any Earn-Out Statement, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (iii) resolve any indemnification claims and (iv) take all actions necessary in the judgment of the Representative for the accomplishment of the other terms, conditions and limitations of this Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed Ancillary Agreements and any transactions contemplated herein and therein. Accordingly, the Representative as its agent has the authority and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the documents and certificates required pursuant each Stockholder with respect to this Agreement; (ii) except Agreement or any Ancillary Agreement to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) which any and Stockholder is a party. Each Stockholder will be bound by all consents, waivers, amendments or modifications deemed actions taken by the Representative to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement and paying Parent shall only be required to acknowledge or act upon a written communication signed by the Representative. Such agency may be changed with respect to the Representative by the majority of the Stockholders represented thereby; provided, however, that the Representative may not be removed unless any fees related thereto on behalf such majority agrees to such removal and to the identity of a substituted agent reasonably acceptable to Parent. Notwithstanding the foregoing, the Representative may resign at any time by providing written notice of his intent to resign to each Stockholder, which resignation shall be effective upon the earlier of (i) thirty (30) calendar days following delivery of such TRA Partieswritten notice or (ii) the appointment of a successor representative, subject reasonably acceptable to reimbursement Parent, by the relevant majority. No bond shall be required of the Representative and the Representative shall not receive any compensation for its services. The Representative shall not be liable to the Stockholders for any act done or omitted hereunder as the Representative while acting in good faith and in the exercise of reasonable judgment, even if such TRA Partiesact or omission constitutes negligence on the part of the Representative. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may resign upon 30 days’ written notice to PubCoengage attorneys, provided that accountants and other professionals and experts and pay for such services by seeking reimbursement from the Stockholders. The Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to identify a replacement acceptable to each such partyhave been taken in good faith and in the exercise of reasonable judgment. The Stockholders shall jointly and severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred on the part of the Representative (so long as the Representative was acting in good faith in connection therewith) and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative.

Representative. By executing 9.2.1 Appointment. Representative Services LLC is hereby appointed as Representative, to represent the AirPatrol Shareholders in connection with any and all claims for indemnification that Acquiror or any other Indemnified Person may have against any AirPatrol Shareholder under Article 7 of this Agreement, each any potential adjustment to the Merger Consideration and any matter related to amount or payment of the TRA Parties Earnout Payment. The Representative shall be deemed to have irrevocably appointed the Representative as its agent and attorney in fact with full power and authority to (i) give and receive notices and communications to or from Acquiror (on behalf of substitution itself or any other Indemnified Party) and/or the Escrow Agent relating to act this Agreement, the Escrow Agreement or any of the Contemplated Transactions and other matters contemplated hereby or thereby; (ii) authorize release (including by means of not objecting to claims) to Acquiror of Holdback Shares from the Escrow Account; (iii) object to any claims pursuant to Section 7.13; (iv) consent or agree to, negotiate, enter into settlements and after compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such AirPatrol Shareholders or by any such AirPatrol Shareholders against any Indemnified Party or any dispute between any Indemnified Party and any such AirPatrol Shareholders, in each case relating to this Agreement, the date hereof Escrow Agreement or the transactions contemplated hereby or thereby; (vi) make all decisions and actions relating to any adjustment to the Merger Consideration or the amount or payment of the Earnout Payment, (vii) amend this Agreement, the Escrow Agreement or any other related agreement or any other agreement referred to herein or contemplated hereby; (vii) take any and all actions and do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed by Agreement specifies that the Representative to be necessary can or appropriate under this Agreement shall do; and the execution or delivery of any documents that may be (viii) take all actions necessary or appropriate in connection therewith; (v) taking actions the judgment of the Representative is authorized for the accomplishment of the foregoing, in each case without having to take pursuant seek or obtain the consent of any Person under any circumstance. The Person serving as the Representative may resign at any time, and may be replaced from time to time by the the AirPatrol Shareholders holding a majority of the voting capital stock of AirPatrol immediately prior to the other provisions Effective Time of this Agreement; (vi) negotiating Merger I upon not less than ten days’ prior written notice to Acquiror and compromisingwith Acquiror’s written consent, on behalf which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of such TRA Parties, any dispute that may arise under, and exercising the Representative. Notices or refraining communications to or from exercising any remedies available under, this Agreement and executing, on behalf the Representative after the Closing shall constitute notice to or from each of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Partiesthe AirPatrol Shareholders. The Representative may resign upon 30 days’ written notice to PubCo, provided that the Representative has found a replacement to become the Representative, which is acceptable to PubCo in accepts its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such partyappointment hereunder.

Representative. By executing (a)Effective upon and by virtue of the Required Stockholder Approval and his, her or its acceptance of the consideration payable under the terms and conditions of this Agreement, each and without any further act of any of the TRA Parties shall be deemed to have irrevocably appointed Company Equityholders, each Company Equityholder hereby appoints the Representative as his, her or its attorney-in-fact and agent for and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient Company Equityholder for purposes of this Agreement and the Escrow Agreement and any other agreements and documents executed or appropriate to facilitate any matters under delivered in connection with this Agreement, including: (i) execution of the documents and certificates required pursuant . The Representative shall take such actions to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed be taken by the Representative to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Escrow Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release other agreements and documents executed or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties delivered in connection with this Agreement and paying any fees related thereto such other actions on behalf of such TRA PartiesCompany Equityholder as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, subject including, without limitation, (i) accepting service of process on the Company Equityholders, (ii) executing and delivering this Agreement, the Escrow Agreement and any other ancillary documents and negotiating and executing such amendments, modifications, waivers or changes thereto as to reimbursement which the Representative, in its sole discretion, shall have consented (provided that any waiver or amendment that shall adversely and disproportionately affect the rights or obligations of any Company Equityholder as compared to other Company Equityholders shall require the prior written consent of such Company Equityholder), (iii) receiving or providing notices on behalf of the Company Equityholders with respect to any matter or Actions arising out of or relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, (iv) taking all actions and making all filings on behalf of such Company Equityholders with any Governmental Authority or other Person necessary to effect the consummation of the transactions contemplated by this Agreement, (v) agreeing to, negotiating, entering into settlements and compromises of, complying with orders of courts with respect to, and otherwise administering and handling any claims under this Agreement or the Escrow Agreement on behalf of such TRA PartiesCompany Equityholders, (vi) interpreting all terms of this Agreement; (vii) instituting, prosecuting and/or defending lawsuits; (viii) satisfying from the Escrow Account and the Representative Reserve costs, expenses and/or liabilities incurred by the Representative in its capacity as the Representative and otherwise in accordance with this Agreement and/or the Escrow Agreement, (ix) in connection with any of the foregoing actions, engaging and hiring accountants, auditors, appraisers, legal counsel and other legal and financial experts as may be necessary and appropriate properly to discharge the Representative’s duties and obligations hereunder and under the Escrow Agreement and (x) taking all other actions that are either necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement. The Representative may resign upon 30 days’ hereby accepts such appointment. The appointment of the Representative as each Company Equityholder’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person to represent such Company Equityholder with regard to this Agreement and the Escrow Agreement and any other agreements or documents executed or delivered in connection with this Agreement. The Representative is the sole and exclusive representative of each of the Company Equityholders for any purpose provided for by this Agreement. Representative shall be bound by the same confidentiality restrictions binding Company pursuant to Section 5.7 provided, however, that the Representative shall use commercially reasonable efforts based on contact information available to the Representative to keep the Company Equityholders reasonably informed with respect to actions of Representative pursuant to the authority granted Representative under this Agreement which actions have a material impact on the amounts payable to the Company Equityholders. Each Company Equityholder shall promptly provide written notice to PubCo, provided that the Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that of any change of address of such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such partyCompany Equityholder.

Representative. By executing this AgreementThe Sellers hereby irrevocably designate and appoint Xxxxx Xxxxxx (the “Representative”) as the agent and attorney-in-fact for the Sellers and the Representative is authorized and empowered to act, each for and on behalf of any or all of the TRA Parties shall be deemed to have irrevocably appointed the Representative as its agent and attorney in fact Sellers (with full power of substitution in the premises), in connection with the indemnity provisions of this Section 7 as they relate to act from the Sellers generally, the Adjustment Amount, the Revenue Adjustment, the Holdback Amount, the notice provision of this Agreement and after such other matters as are reasonably necessary for the date hereof and to do any and all things and execute any and all documents on behalf consummation of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under the transactions contemplated in this Agreement, including: (i) execution , without limitation, to act as the representative of Sellers to review and authorize all set-offs, claims and other payments authorized or directed by this Section 7 and dispute or question the documents accuracy thereof, to compromise on their behalf with Buyer any claims asserted thereunder and certificates required pursuant to this Agreement; (ii) except authorize payments to the extent provided be made with respect thereto and to take such further actions as are authorized in this Agreement. In the event that the person serving as Representative dies or becomes disabled or resigns (by written notice to the parties), receipt and forwarding of notices and communications pursuant to this Agreement; a replacement shall be designated within ten (iii10) administration days by those Sellers receiving a majority of the provisions Purchase Price. The Representative shall not be liable, in his capacity as representative of this Agreement; (iv) the Sellers, to any Seller and all consents, waivers, amendments their respective affiliates with respect to any action taken or modifications deemed omitted to be taken by the Representative to be necessary under or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement in his capacity as representative of the Sellers unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the part of the Representative. The Sellers acknowledge and paying agrees that Representative will be an employee of the Company after the Closing. Each Seller who receives any fees related thereto portion of the Purchase Price, by acceptance thereof and without any further action, confirms such appointment and authority and acknowledges and agrees that such appointment is irrevocable and coupled with an interest, it being understood that the willingness of Buyer to enter into this Agreement is based, in part, on the appointment of a representative to act on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. The Representative may resign upon 30 days’ written notice to PubCo, provided that the Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such partySellers.

Representative. By executing this Agreement, each (a) Effective upon and by virtue of the TRA Parties Shareholder Approval, and without any further act of any of the Shareholders, Representative shall be deemed to have irrevocably hereby appointed as the Representative representative of the Holders and as its the attorney-in-fact and agent for and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) except to the extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions each Holder for purposes of this Agreement; (iv) any Agreement and all consents, waivers, amendments or modifications deemed by the Representative Escrow Agreement and will take such actions to be necessary or appropriate taken by Representative under this Agreement and the execution or delivery Escrow Agreement and such other actions on behalf of any documents that such Holders as it may be deem necessary or appropriate in connection therewith; with or to consummate the transactions contemplated hereby or thereby, including (i) executing and delivering this Agreement, the Escrow Agreement and any other ancillary documents and negotiating and executing such amendments, modifications, waivers or changes thereto as to which Representative, in its sole discretion, shall have consented (provided that any waiver or amendment that shall adversely and disproportionately affect the rights or obligations of any Holder as compared to other Holders shall require the prior written consent of such Holder), (ii) taking all actions and making all filings on behalf of such Holders with any Governmental Body or other Person necessary to effect the consummation of the transactions contemplated by this Agreement, (iii) agreeing to, negotiating, entering into settlements and compromises of, complying with Orders with respect to, and otherwise administering and handling any claims under this Agreement or the Escrow Agreement on behalf of such Holders, (iv) using the Representative Expense Amount, in its sole discretion, to satisfy costs, expenses and/or liabilities of Representative in connection with matters related to this Agreement and/or Escrow Agreement as Representative, and (v) taking all other actions that are either necessary or appropriate in the judgment of Representative is authorized for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement. Representative hereby accepts such appointment. Representative shall use commercially reasonable efforts based on contact information available to take Representative to keep the Holders reasonably informed with respect to actions of Representative pursuant to the other provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, authority granted Representative under this Agreement and executing, which actions have a material impact on behalf of such TRA Parties, any settlement agreement, release or other document with respect the amounts payable to such dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Partiesthe Holders. The Representative may resign upon 30 days’ Each Holder shall promptly provide written notice to PubCo, provided that the Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that of any change of address of such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative and PubCo shall cooperate in good faith to identify a replacement acceptable to each such partyHolder.