Common use of Representative Clause in Contracts

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated ▇▇▇▇▇▇▇, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable In order to designate a representative to act on behalf efficiently administer the transactions contemplated hereby, including (i) the determination of the FullyEarn-Diluted Stockholders for certain limited purposesout Consideration, as specified herein. The parties have designated ▇▇▇▇▇▇▇, Dubilier & Rice, LLC as the initial Representative, Preliminary Net Asset Value and the Stockholder Consent Adjusted Merger Consideration, (ii) the waiver of any condition to the obligations of the Company Participating Equity Holders to consummate the transactions contemplated hereby and (iii) the executed Letters defense and/or settlement of Transmittal will expressly ratify any claims for which the Company Participating Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to this Agreement, the Company Participating Equity Holders, by the approval of the Merger and approve such designationadoption of this Agreement and/or their acceptance of any Merger Consideration pursuant to this Agreement, hereby designate the Representative as their representative, attorney-in-fact and agent. (b) The Company Participating Equity Holders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any Merger Consideration pursuant to this Agreement, hereby agrees authorize the Representative (i) to make all decisions relating to the determination of the Earn-out Consideration pursuant to Section 1.6, (ii) to make all decisions relating to the determination of the Preliminary Net Asset Value and the Adjusted Merger Consideration pursuant to Section 1.10, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Company Participating Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VII hereof, (iv) to give and receive all notices required to be given under the Agreement, (v) to use the Representative Expense Amount for purposes of paying fees and expenses of the Representative incurred in connection with the discharge of its duties under this Agreement and (vi) to take any and all additional action as is contemplated to be taken by or on behalf of the Company Participating Equity Holders by the terms of this Agreement. If any amount of the Representative Expense Amount remains after the Representative has discharged its duties under this Agreement (the “Representative Expense Amount Surplus”), the Paying Agent shall pay to each Company Participating Equity Holder an amount equal to the product of (x) the number of Company Participating Equity Equivalents owned by the Company Participating Equity Holder immediately prior to the Effective Time and (y) the Per Share Representative Expense Amount Surplus. (c) In the event that Parent the Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Company Stockholders (acting by the vote of the Company Stockholders who immediately prior to the Effective Time held at least a majority of the outstanding Company Shares held by all Company Stockholders (voting on an as-converted to Common Share basis)) shall select another representative to fill the vacancy of the Representative initially chosen by the Company Stockholders, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant hereto. Notwithstanding anything to the contrary set forth herein, Company Stockholders (acting by a vote of the Company Stockholders who immediately prior to the Effective Time held at least a majority of the outstanding Company Shares held by all Company Stockholders (voting on an as-converted to Common Share basis)) shall have the right to remove the Representative (with or without cause) and shall select another representative to fill the vacancy of such Representative, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) A decision, act, consent, instruction or action of the Representative, including without limitation any agreement between the Representative and the Buyer relating to the determination of the Preliminary Net Asset Value, the Adjusted Merger Consideration, the Earn-out Consideration, the defense or settlement of any claims for which the Company Participating Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VII hereof or any adjustment to Schedule I in accordance with the provisions of Section 7.3(h), shall constitute a decision, act, consent, instruction or action of all Company Participating Equity Holders and shall be binding and conclusive upon each of such Company Participating Equity Holders and the Parties, the Surviving Corporation and the Escrow Agent may rely upon any such decision, act, consent, instruction or action as being the decision, act, consent or instructions of each and every such Company Participating Equity Holder. The Buyer, I-B, A-C, the Surviving Corporation and the Escrow Agent are hereby relieved from any liability to any Company Participating Equity Holder for any acts done by them in accordance with such decision, act, consent, instruction or action of the Representative. (e) By his, her or its approval of the Merger and adoption of this Agreement, and/or their acceptance of any Merger Consideration pursuant to this Agreement, each Company Participating Equity Holder, agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement determination of any claims against the Purchase Price Adjustment Escrow Amount pursuant to Earn-out Consideration, the Purchase Price Adjustment Escrow AgreementPreliminary Net Asset Value and the Adjusted Merger Consideration, to the settlement of any claims against for indemnification by the Indemnification Escrow Amount Buyer and/or the Surviving Corporation pursuant to the Indemnification Escrow Agreement Article VII or as to any other actions required or permitted to be taken by the Representative hereunderhereunder (including any adjustment to Schedule I in accordance with the provisions of Section 7.3(h)), and no party shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Representative; (ii) no Company Participating Equity Holder shall have any cause of action against the Representative for any action taken or not taken, decision made or not made or instruction given or not given by the Representative under this Agreement, the Purchase Price Adjustment Escrow Agreement or under any of the Indemnification Escrow Agreement. (c) Upon written agreements related hereto, except for fraud or willful breach of this Agreement by the Representative, and the Company Participating Equity Holders shall jointly and severally indemnify the Representative in respect of and hold it harmless for, any action taken, decision made or instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred given by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and or any Transfer Taxes paid of the agreements related hereto, except for fraud or willful breach of this Agreement by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to ; (iii) the provisions of this Agreement. If Section 1.12 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to rights or remedies that any Company Participating Equity Holder may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 1.12 are inadequate; therefore, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, Buyer and the Surviving Corporation shall promptly pay be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Surviving Corporation brings an action to enforce the provisions of this Section 1.12; and (v) the provisions of this Section 1.12 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Optionholder its applicable Ownership Percentage (Company Participating Equity Holder, and any references in respect of such Optionholder’s Options) of this Agreement to a Company Participating Equity Holder or the balance of Company Participating Equity Holders shall mean and include the Representative Escrow Account and successors to each RSU Holder its applicable Ownership Percentage (in respect of such RSU the Company Participating Equity Holder’s RSUs) rights hereunder, whether pursuant to testamentary disposition, the laws of the balance of the Representative ▇▇▇▇▇▇ Amount.descent and distribution or otherwise (df) Each For purposes of the Companyclarification, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation representative and agent of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub Company Participating Equity Holders only and Parent acknowledges and agrees that the Representative shall have no liability todoes not represent, and shall is not be liable for any Losses ofan agent for, any of the Companyother Party hereto, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunderincluding Spinco. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a Representative shall serve as representative to act on behalf of the Fully-Diluted Stockholders Shareholders (with respect to their interest in the Escrow Amounts) with full power and authority to take all actions under this Agreement and the Escrow Agreement relating to claims for certain limited purposesindemnification asserted by any Parent Indemnified Party hereunder. Such power and authority shall include, without limitation, the power and authority (1) to negotiate, settle, compromise and otherwise handle all claims for indemnification made by any Parent Indemnified Party pursuant to Article 8 hereof, (2) to direct the payment of claims from the Escrow Fund and/or the 280G Escrow Fund and to use the Shareholders’ Representative Amount to do so as specified herein. The parties have designated ▇▇▇▇▇▇▇, Dubilier & Rice, LLC as determined by the initial Representative, and (3) to do each and every act and exercise any and all rights which the Stockholder Consent Representative is permitted or required to do or exercise under this Agreement and the executed Letters Escrow Agreement. The Shareholders will be bound by all actions taken by the Representative in connection with claims for indemnification asserted by Parent Indemnified Parties under this Agreement, and Parent shall be entitled to rely on any notice or communication to or by, or decision, action, failure to act within a designated period of Transmittal 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 expressly ratify constitute a decision of all of the Shareholders with respect to their interest in the Escrow Amounts, and approve will be final, binding and conclusive upon each Shareholder, and Parent may rely upon any such designationdecision, 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 Shareholder. Parent and the Escrow Agent are hereby relieved from any liability to any Shareholder for any acts done by it in accordance with such decision, act, consent or instruction of the Representative. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement Any expenses or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably liabilities incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations duties in such capacity under this Agreement or the Escrow Agreement shall be reimbursed to the Representative from the Shareholders’ Representative Amount. Without limiting in any way the provisions of this Section 8.9(b), at such time as the Shareholders’ Representative Amount has been exhausted in addition to any other rights or remedies, the Representative may, upon prior or contemporaneous written notice, offset any amounts determined by it to be owed to the Representative against any portion of the Escrow Amounts to be paid to the Shareholders on a pro rata basis. (c) In the event of a vacancy in the position of Representative (or resignation, refusal or incapability of the Representative to serve), holders of a majority in interest of the cash then in the Escrow Fund shall appoint a new Representative by written consent in accordance with the terms of this Agreement within 10 Business Days after such vacancy and immediately thereafter send to Parent notice and a copy of the written consent appointing such new Representative signed by such holders of a majority in interest of the cash then in the Escrow Fund; provided, however, that if the vacancy continues for more than 10 Business Days, Parent may appoint a successor Representative who will thereafter be the Representative hereunder and subject hereto unless and until such time as a replacement Representative is appointed by such holders of a majority in interest of the cash then in the Escrow Fund. If there is not a Representative at any time, any obligation to provide notice to the Representative will be deemed satisfied if such notice is delivered to each of the Shareholders, other than the Dissenting Shareholders, at their addresses last known to Parent, which will be the address set forth in the Spreadsheet unless Representative provides notice to Parent of a different address in the manner described in Section 9.3. Any successor Representative appointed by the holders of a majority interest of the cash then in the Escrow Fund (or by Parent as provided above) must have been a securityholder of the Company prior to the Effective Time or, in the case of a securityholder that is an entity, a partner, employee or affiliate of a securityholder of the Company prior to the Effective Time, or must be a professional stockholder representative firm. (d) The Representative shall have reasonable access to information about the Surviving Corporation and the reasonable assistance of the Company’s former officers and employees who are employed by Parent or its Affiliates for purposes of performing its duties and exercising its rights hereunder. The Representative shall treat confidentially and not use or disclose the terms of this Agreement or any nonpublic information from or about Parent, Surviving Corporation, or any Parent Indemnified Party to anyone (except to the Shareholders or the Representative’s employees, attorneys, accountants, financial advisors or authorized representatives on a need to know basis, in each case who agree to treat such information confidentially). The Representative shall enter into a separate confidentiality agreement (in form and content reasonably acceptable to Parent) prior to being provided access to such information if requested by Parent. (e) All The Representative shall distribute based on their respective Pro Rata Portions to the Shareholders, other than the Dissenting Shareholders, any portion of (i) the Escrow Fund and/or 280G Escrow Fund that becomes available for distribution in accordance with the terms of the indemnities, immunities Escrow Agreement and powers granted to (ii) the Shareholders’ Representative under this Amount that is available for distribution upon the termination of the Escrow Agreement shall survive (the Effective Time“Per Share Post-Closing Consideration”). (f) The By its signature to this Agreement, subject to the occurrence of the Closing and the additional condition set forth in the last sentence of this Section 8.9(f), the initial Representative hereby represents accepts the appointment contained in this Agreement, as confirmed and warrants extended by this Agreement, and agrees to act as the Representative and to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement. Representative’s agreement to serve in such capacity shall not establish a fiduciary relationship between Representative and any other party (including the Shareholders or the Parent Indemnified Parties). Representative shall not be personally liable to any party for any action taken in such capacity except to the extent arising as a result of Representative’s willful misconduct or gross negligence; and Merger Sub that: Representative shall in no event be liable for special, indirect or consequential loss or damage of any kind whatsoever (iincluding lost profits) The even if Representative has been duly formed advised of such loss or damage and is validly existing as a limited liability company under the laws regardless of the State form of Delawareaction. Representative undertakes to perform only such duties as are expressly set forth herein. The duties and responsibilities of the Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery hereunder shall be determined solely by the Representative express provisions of this Agreement, and no further duties or responsibilities shall be implied. The Representative shall not have any liability under nor duty to inquire into the Indemnification Escrow terms and provisions of any agreement or instructions, other than outlined in this Agreement. The Representative may rely, and shall not be liable for acting or refraining from acting, upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Representative shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Representative may perform its duties hereunder directly or through agents or attorneys and may consult with counsel and accountants to be selected and retained by it. The Representative shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel or accountants. None of the provisions contained in this Agreement and shall require the Purchase Price Adjustment Escrow Agreement and Representative to use or advance its own funds in the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of its duties or the transactions contemplated hereby and therebyexercise of any of its rights or powers hereunder.

Representative. (a) The parties have agreed that it is desirable In order to designate a representative to act on behalf efficiently administer the transactions contemplated hereby, including (i) the determination of the Fully-Diluted Stockholders Closing Cash Payment, (ii) the waiver of any condition to the obligations of the Seller to consummate the transactions contemplated hereby and (iii) the defense and/or settlement of any claims for certain limited purposeswhich the Seller or the Guarantors may be required to indemnify the Buyer Indemnified Parties pursuant to this Agreement, as specified herein. The parties have designated ▇▇▇▇▇▇▇, Dubilier & Rice, LLC as the initial Representative, Seller and the Stockholder Consent Guarantors and, for any actions taken prior to the Closing Date, the Companies, hereby designate the Representative as its representative, attorney-in-fact and agent and shall execute such documentation and perform such acts as may be necessary to give effect to such designation pursuant to the executed Letters Laws of Transmittal will expressly ratify and approve such designationany jurisdiction having application to the transactions contemplated by this Agreement. (b) The Company Seller and the Guarantors, and with respect to any actions taken prior to the Closing Date, the Companies, hereby agrees authorize the Representative (i) to make all decisions relating to the determination of the Closing Cash Payment and Closing Consideration pursuant to Section 1.5, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Companies, the Seller and the Guarantors to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Seller or the Guarantors may be required to indemnify the Buyer Indemnified Parties pursuant to this Agreement, (iii) to give and receive all notices required to be given under the Agreement, and (iv) to take any and all additional action as is contemplated to be taken by or on behalf of the Seller or the Guarantor by the terms of this Agreement. (c) In the event that Parent the Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Seller and the Guarantors shall select another representative to fill the vacancy of the Representative, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) A decision, act, consent, instruction or action of the Representative, including any agreement between the Representative and the Buyers relating to the determination of the Closing Cash Consideration or the Closing Consideration or the defense or settlement of any claims for which the Seller or the Guarantors may be required to indemnify the Buyer Indemnified Parties pursuant to this Agreement, shall constitute a decision, act, consent, instruction or action of the Seller and the Guarantors and shall be binding and conclusive upon the Seller and the Guarantors and the Escrow Agent may rely upon any such decision, act, consent, instruction or action as being the decision, act, consent or instructions of each and every such Seller. The Buyers and the Escrow Agent are hereby relieved from any liability to the Seller or any Guarantor for any acts done by them in accordance with such decision, act, consent, instruction or action of the Representative. (e) By his, her or its execution of this Agreement, the Seller and each Guarantor agrees that: (i) the Buyers shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement determination of any claims against the Purchase Price Adjustment Escrow Amount pursuant to Closing Consideration Statement and the Purchase Price Adjustment Escrow AgreementClosing Cash Consideration or the Closing Consideration, to the settlement of any claims against for indemnification by the Indemnification Escrow Amount Buyer Indemnified Parties pursuant to the Indemnification Escrow this Agreement or as to any other actions required or permitted to be taken by the Representative hereunder, under and no party shall have any cause of action against the Purchase Price Adjustment Escrow Agreement Buyer Indemnified Parties for any action taken by the Buyer Indemnified Parties in reliance upon the instructions or under decisions of the Indemnification Escrow Agreement.Representative; (cii) Upon written none of the Seller or any Guarantor shall have any cause of action against the Representative for any action taken, decision made or instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred given by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow except for fraud or willful breach of this Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to ; (iii) the provisions of this Agreement. If Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any balance of rights or remedies that the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to Seller or any Guarantor may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at Law for any breach of the provisions of this Section 1.8 are inadequate; therefore, the Purchase Price Adjustment Escrow Agreement, Buyers shall be entitled to temporary and permanent injunctive relief without the Representative Escrow Agreement and all other instruments and agreements necessity of proving damages if the Buyers bring an action to be delivered pursuant hereto have been finally resolved, then enforce the provisions of this Section 1.8; and (iv) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect provisions of this Agreement or the transactions contemplated hereby, except to the extent such Losses Section 1.8 shall be proven to be binding upon the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnitiesexecutors, immunities heirs, legal representatives, personal representatives, successors and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 permitted assigns of the Seller Disclosure Letterand each Guarantor, no notice to, filing with, or authorization, registration, consent or approval of and any Governmental Authority is necessary for the Representative’s execution of references in this Agreement to the Seller or any Guarantor shall mean and include the Purchase Price Adjustment Escrow Agreementsuccessors to the Seller’s or such Guarantor’s rights hereunder, whether pursuant to testamentary disposition, the Indemnification Escrow Agreement Laws of descent and distribution or its consummation of any of the transactions contemplated hereby and therebyotherwise.

Representative. In 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 Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (aother than the Administrative Agent) The parties shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that it such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is desirable hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to designate a representative to act execute and deliver on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified hereinSecured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The parties have designated ▇▇▇▇▇▇▇Lenders hereby authorize the Administrative Agent, Dubilier & Riceat its option and in its discretion, LLC to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 10.02; (ii) as permitted by, but only in accordance with, the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions terms of the Representative as applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the settlement Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any claims against the Purchase Price Adjustment Escrow Amount sale or transfer of assets constituting Collateral which is permitted pursuant to the Purchase Price Adjustment Escrow Agreementterms 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 settlement Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of any claims against the Indemnification Escrow Amount pursuant Liens granted to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by Administrative Agent for the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination benefit of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable Secured Parties herein or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolvedupon the Collateral that was sold or transferred; provided, then however, that (i) the Representative Administrative Agent shall provide a written instruction not be required to execute any such document on terms which, in the Escrow Administrative Agent’s opinion, would expose the Administrative Agent to deliver promptly from liability or create any obligation or entail any consequence other than the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect release of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow AccountLiens without recourse or warranty, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and release shall not be liable for in any Losses ofmanner discharge, affect or impair the Secured Obligations or any of the Company, Merger Sub, Parent Liens upon (or the Surviving Corporation in connection with any obligations of the Representative under this Agreement Borrower or otherwise any Subsidiary in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct of) all interests retained by the Representative in connection with Borrower or any Subsidiary, including (without limitation) the performance of its obligations hereunder. (e) All proceeds of the indemnitiessale, immunities and powers granted all of which shall continue to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws constitute part of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow AgreementCollateral. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf Each Stockholder, by virtue of the Fully-Diluted Stockholders for certain limited purposeshis, as specified hereinher or its execution of this Agreement, hereby makes, constitutes and appoints ▇▇▇▇▇▇ ▇. The parties have designated ▇▇▇▇▇▇▇▇ (the “Representative”), Dubilier & Ricewith full power of substitution and re-substitution, LLC as his, her or its true and lawful attorney-in-fact to execute and deliver each of the initial RepresentativeEscrow Agreement and EBITDA Shares Escrow Agreement on behalf of the Stockholders (and to execute and deliver all other documentation required thereby) and to represent the interests of the Persons entitled to receive Stockholder Shares and EBITDA Shares as a result of the transactions contemplated hereby for purposes of this Agreement, the Escrow Agreement and EBITDA Shares Escrow Agreement. The Representative shall be the exclusive agent for and on behalf of the Stockholders to: (i) give and receive notices and communications to or from KBL and/or the respective escrow agents under the Escrow Agreement and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the EBITDA Shares Escrow Agent shall be able Agreement relating to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow this Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification EBITDA Shares Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (ii) authorize deliveries to KBL and/or the Surviving Pubco of Escrow Shares from the escrow fund in satisfaction of claims asserted by KBL and/or the Surviving Pubco (on behalf of itself or any Transfer Taxes paid other KBL Indemnitee, including by not objecting to such claims); (iii) object to such claims; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) waive any condition in this Agreement, the Representative pursuant to Section 5.11(b)), will be paid out Escrow Agreement or the EBITDA Shares Escrow Agreement on behalf of the Stockholders and (vi) take all actions necessary or appropriate in the judgment of the Representative ▇▇▇▇▇▇ Account from time for the accomplishment of the foregoing, in each case without having to time, as and when such fees and expenses are incurred and at seek or obtain the Representative’s sole discretionconsent of any person under any circumstance. In additionNotwithstanding the foregoing, the Representative shall have the right not consent or agree to recover or negotiate or enter into any settlement and compromise of any claim that includes any admission of guilt, criminal liability or wrong-doing by any Stockholder unless approved in writing in advance by such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurredStockholder. The Representative shall establish with be the Escrow Agent such terms sole and procedures for administering, investing and disbursing exclusive means of asserting or addressing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at above and no Stockholder shall have any right to act on its own behalf with respect to any such time as all disputes, claims and matters or other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except other than any claim or dispute against the Representative. If the Person serving as the Representative ceases to serve in such capacity, for any reason, those members of the board of directors of the Surviving Pubco who were members of the board of directors of PRWT prior to the extent Closing shall appoint as successor a Person who was a former director or PRWT or such Losses other Person as such members shall be proven designate. Such Person or successor is intended to be the direct result “Representative” referred to in Article VII hereof, the Escrow Agreement and EBITDA Shares Escrow Agreement. KBL, the Surviving Pubco and each of fraud their respective Affiliates shall be entitled to rely upon, and shall be fully protected in relying upon, the power and authority of the Representative without independent investigation. No bond shall be required of the Representative. The Representative shall receive no fees for his services but shall be entitled to reimbursement for his reasonable out-of-pocket expenses as provided below and in the Escrow Agreement and EBITDA Shares Escrow Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Stockholders. KBL, the Surviving Pubco and each of their respective Affiliates shall have no liability to any of the Stockholders or any other constituencies for any acts or omissions of the Representative (including any failure to deliver amounts or shares paid to the Representative on behalf of any of the Stockholders or any other constituencies), or any acts or omissions taken or not taken by any other persons at the direction of the Representative. Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Representative that is within the scope of the Representative's authority under this Section 1.12(b) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all Stockholders and shall be final, binding and conclusive upon each such Stockholder and the escrow agents under the Escrow Agreement and the EBITDA Shares Escrow Agreement and KBL and the Surviving Pubco shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Stockholder. The Stockholders, jointly and severally, shall indemnify and hold harmless the Representative against any Losses (as defined in Section 7.1(b)) arising out of actions taken or omitted to be taken in his capacity as the Representative (except in the case of gross negligence or willful misconduct by the Representative in connection with Representative), including the performance reasonable costs and expenses of its obligations hereunder. (e) All investigation and defense of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delawareclaims. The Representative has all requisite power and authority shall not be liable to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery any of Stockholders or any of their respective Affiliates for any decisions made or actions taken by the Representative of in good faith and believed by him to be authorized by, or within the rights or powers conferred upon him by, this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative may consult with counsel of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representativehis own choice. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated ▇▇▇▇▇▇▇, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Escrow Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Escrow Amount. (d) Each of the Company, ▇▇▇▇▇▇ Merger Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Merger Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf Stockholders Representative shall be the agent and attorney-in-fact for each of the Fully-Diluted Stockholders for certain limited purposesand the Optionholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 10.11. In the event of the resignation, as specified herein. The parties have designated ▇▇▇▇▇▇▇, Dubilier & Rice, LLC as death or incapacity of the initial Stockholders Representative, a successor Stockholder Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designationsuccessor Stockholders Representative. (b) The Company Stockholders Representative is hereby agrees that Parent authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and administration of the transactions contemplated in this Agreement, the Indemnity Escrow Agent shall be able to rely conclusively on Agreement and the other agreements contemplated hereby and thereby including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and decisions of other documents contemplated by, or deemed by the Stockholders Representative as to be necessary or desirable in connection with, this Agreement, the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Indemnity Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the settlement Stockholders Representative in accordance with the provisions of any claims against the Indemnification Escrow Amount pursuant this Agreement shall constitute notice to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by Stockholders and the Representative hereunder, Optionholders for all purposes under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow this Agreement. (c) Upon written instruction to The appointment of the Escrow Agent, all out-of-pocket fees Stockholders Representative is an agency coupled with an interest and expenses (including legal, accounting is irrevocable and other advisors’ fees and expenses, if applicable) reasonably incurred any action taken by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Stockholders Representative pursuant to the authority granted in this Section 5.11(b))10.11 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, will be paid out except for actions or omissions of the Stockholders Representative ▇▇▇▇▇▇ Account from time to timeconstituting willful misconduct or gross negligence. The death or incapacity, as or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and when such fees agency of the Stockholders Representative. Parent, Merger Sub and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior other party to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions document contemplated by this AgreementAgreement in dealing with the Stockholders Representative may conclusively and absolutely rely, the Purchase Price Adjustment Escrow Agreementwithout inquiry, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) upon any act of the balance Stockholders Representative as the act of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay Stockholder or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each The Stockholders Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the CompanyStockholders Representative, ▇▇▇▇▇▇ Sub and the Stockholders Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent acknowledges and agrees that or Merger Sub. (e) The Stockholders Representative may act pursuant to the Representative is a party advice of counsel with respect to any matter relating to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses ofaction taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the Company, Merger Sub, Parent service thereof. The Stockholders Representative may act in reliance upon any instrument or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven signature believed by it to be genuine and may assume that the direct result of fraud Person purporting to give receipt or willful misconduct by the Representative advice or make any statement or execute any document in connection with the performance provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of its obligations hereunder. (e) All any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of the indemnities, immunities and powers granted that party unless written notice to the Representative under this Agreement shall survive contrary is delivered to the Effective TimeStockholders Representative. (f) The Stockholders Representative hereby represents shall receive reimbursement from, and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreementbe indemnified from, the Indemnification Indemnity Escrow Agreement Account, for any and the Purchase Price Adjustment Escrow Agreement. (ii) The execution all expenses, charges and delivery liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and in the performance by the Representative or discharge of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representativeduties pursuant to this Section 10.11. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf By the execution and delivery of the Fully-Diluted Stockholders for certain limited purposesthis Agreement, as specified herein. The parties have designated including counterparts hereof, each Shareholder hereby irrevocably constitutes and appoints ▇▇▇▇ ▇▇▇▇, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative . ▇▇▇▇▇▇ Account from time to timeas the true and lawful agent and attorney-in-fact of such Shareholder with full powers of substitution (the “Representative”, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In additionand, if substituted, the Representative shall have the right to recover any promptly notify Buyer of such fees substitution) to act in the name, place and expenses stead of such Shareholder with respect to this Agreement, as the same may be from the Indemnification Escrow Account from any amount that would otherwise be distributed time to time amended, and with respect to the Fully-Diluted Stockholders andtransfer of such Shareholder’s Company Stock to Buyer pursuant hereto and the other transactions contemplated hereby, prior and to any do or refrain from doing all such distributionacts and things, shall deliver and to execute all such documents, as the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish deem necessary or appropriate in connection with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay Ancillary Documents or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby or thereby. In the event of the death or other incapacity of the then current Representative, or resignation of the Representative, Shareholders which immediately prior to the Closing held a majority of the Company Stock, shall, by any writing executed by the appropriate number of Shareholders and therebythe new Representative (counterparts and facsimiles of signatures acceptable) approve and appoint a new Representative by delivering a written notice to that effect, whereupon the person designated in such notice shall be the new Representative with respect to all actions taken and/or documents signed from and after actual receipt by Buyer of such notice. (b) Without limiting the generality of the foregoing, the Representative is hereby authorized (i) to receive any payment owing to the Shareholders pursuant to Section 2.3, (ii) to execute the Escrow Agreement on behalf of the Shareholders, and (iii) to take all actions on behalf of the Shareholders in connection with any actions taken or to be taken under Section 2.3 and Article IX of this Agreement (including accepting service of process upon the Shareholders and accepting or compromising any claim for indemnification and any claim relating to the Proposed Purchase Price Calculation). The Representative and the Shareholders hereby agree that any amounts disbursed out of the Escrow Account or the Settlement Agreement Indemnification Escrow Account to the Representative pursuant to the terms of this Agreement and/or the Escrow Agreement shall be distributed by the Representative to the Shareholders in accordance with Schedule 1. All decisions and actions of the Representative permitted hereunder shall be final, binding and conclusive on the Shareholders and may be relied upon by Buyer and its Affiliates as the decisions and actions of all of the Shareholders. The Representative shall not be liable to any of the Shareholders for any act done or omitted by him in good faith pursuant to this Agreement or any mistake of fact or Law unless caused by his own gross negligence or willful misconduct, and the Significant Shareholders shall jointly and severally and the Non-Significant Shareholders shall severally but not jointly indemnify the Representative from any Losses arising out of his serving as Representative hereunder. In taking any action or refraining from taking any action whatsoever the Representative shall be protected in relying upon any notice, paper or other document reasonably believed by him to be genuine, or upon any evidence reasonably deemed by him to be sufficient. The Representative may consult with counsel in connection with his duties and shall be fully protected in any act taken, suffered or permitted by him in good faith in accordance with the advice of counsel.

Representative. The Representative shall, by virtue of the Merger and the resolutions adopted by the Preferred Stockholders, be irrevocably appointed attorney-in-fact and authorized and empowered to act, for and on behalf of any or all of the Preferred Stockholders (with full power of substitution in the premises) in connection with: (a) the determination of the amount of Merger Consideration pursuant to Section 1.5, including to take all such actions as are authorized in such Section, and to act with respect to such other matters as are reasonably necessary for the consummation of the transactions contemplated thereby; and (b) the indemnity provisions of Article VI as they relate to the Preferred Stockholders generally, the Escrow Agreement, the notice provisions of this Agreement and such other matters as are reasonably necessary for the consummation of the transactions contemplated hereby, including to act as the representative of the Preferred Stockholders to review and authorize all setoffs, claims and other payments authorized or directed by the Escrow Agreement and dispute or question the accuracy thereof, to compromise on their behalf with Brooktrout and the Surviving Corporation 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 parties have agreed Representative shall not be liable to any Preferred Stockholder, Brooktrout, the Surviving Corporation or any other person with respect to any action taken or omitted to be taken by the Representative under or in connection with this Agreement 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 Preferred Stockholders shall severally indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without fraud, gross negligence, willful misconduct or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the duties of the Representative hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative. Each of Brooktrout, Canal and the Surviving Corporation, and each of their respective Affiliates, shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Preferred Stockholder. Each Preferred Stockholder who votes in favor of the Merger pursuant to the terms hereof, by such vote, without any further action, and each Preferred Stockholder who receives any portion of the Merger Consideration in connection with the Merger, by acceptance thereof and without any further action, confirms such appointment and authority and acknowledges any agrees that such appointment is irrevocable and coupled with an interest, it being understood that the willingness of Brooktrout and Canal to enter into this Agreement is desirable to designate based, in part, on the appointment of a representative to act on behalf of the Fully-Diluted Preferred Stockholders for certain limited purposes, as specified herein. The parties have designated ▇▇▇▇▇▇▇, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designationprovided in this Section 1.14. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf Effective upon and by virtue of the Fullygranting to Rights Holders the right to receive the merger consideration as set forth in Sections 1.06, 1.07 and 1.08 and the Closing Cash Bonus Participants the right to receive the Closing Cash Bonus Payments as set forth in Section 1.10(a)(vii), BCOA Nominees Limited (the “Rights Holder Representative”) is appointed as agent and attorney-Diluted Stockholders for certain limited purposes, as specified hereinin-fact with respect to the rights and obligations of the Rights Holders and Closing Cash Bonus Participants. The parties have designated ▇▇▇▇▇▇▇rights and obligations of the Rights Holder Representative are as set forth in Exhibit F hereto, Dubilier & Rice, LLC as and all Rights Holders and Closing Cash Bonus Participants shall be bound by the initial terms set forth in Exhibit F. Other than the Rights Holder Representative, no Rights Holder or Closing Cash Bonus Participant shall bring any claim or action related to this Agreement, including with respect to the determination of any Earnout Payment. The terms set forth in Exhibit F shall represent the agreement solely between the Rights Holders, Closing Cash Bonus Participants and the Stockholder Consent Rights Holder Representative and the executed Letters of Transmittal will expressly ratify and approve such designationno other party. (b) The Company hereby agrees that Parent Buyer and the Escrow Agent Surviving Corporation shall have the right to rely upon the actions of the Rights Holder Representative. Fees and expenses of the Rights Holder Representative shall be able payable at the rate and in the manner agreed to rely conclusively on by and among the instructions Rights Holder Representative, the Rights Holders and decisions the Closing Cash Bonus Participants. Neither Buyer nor the Surviving Corporation shall be responsible for any of the fees or expenses of the Rights Holder Representative as under any circumstances. Buyer and the Surviving Corporation shall have no liability to the settlement Rights Holders or Closing Cash Bonus Participants for any losses or claims arising from the actions or conduct of the Rights Holder Representative, or for any claims against breach of the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken terms set forth in Exhibit F by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow AgreementRights Holder Representative. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant Pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)1.10(a)(iv), will be paid out of promptly following the Representative ▇▇▇▇▇▇ Account from time to timeEffective Time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative Parent shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment make or cause to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account made by wire transfer of immediately available funds the payment, to the Representative Expense Fund, of an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (Rights Holders Expense Amount. The Rights Holders Expense Amount shall be used to fund any expenses incurred by the Rights Holder Representative in respect the performance of its duties and obligations hereunder. The Rights Holders Expense Amount will be held by the Rights Holder Representative until such Common Stockholders’ Common Stock) of time as the balance of Rights Holder Representative determines, in his sole discretion, that the Representative Escrow Account Rights Holders and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative Closing Cash Bonus Participants shall promptly pay or cause have no further expenses to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions incurred in connection with the consummation transactions contemplated by this Agreement. Any portion of the transactions contemplated hereby. Accordingly, each of Rights Holders Expense Amount remaining after such date shall be paid by the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Rights Holder Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent Rights Holders and Closing Cash Bonus Participants, with each such Losses shall be proven to be the direct result Rights Holder and Closing Cash Bonus Participant receiving its Pro Rata Share of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereundersuch remaining amounts. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated ▇▇▇▇▇▇▇, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, hereunder or under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all All out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11Agreement, the Purchase Price Adjustment Escrow Agreement, Agreement or the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Escrow Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction distribute to the Escrow Agent to deliver promptly from the Representative Escrow Account each Fully-Diluted Stockholder, by wire transfer of immediately available funds to the Representative an amount in cash equal account (or by check to the Common Stockholders’ aggregate an address) designated by each Fully-Diluted Stockholder, such Fully-Diluted Stockholder’s Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Merger Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Merger Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a representative to act on behalf of the Fully-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated Each Shareholder and Principal Equity Holder hereby irrevocably constitutes and appoints T▇▇▇▇▇▇ ▇. ▇▇, Dubilier & Rice, LLC ▇▇▇▇ as the initial Representative, for the purpose of performing and consummating the transactions contemplated by this Agreement. The appointment of T▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as the Representative is coupled with an interest and all authority hereby conferred shall be irrevocable and the Stockholder Consent Representative is hereby authorized and directed to perform and consummate on behalf of the executed Letters Shareholders and Principal Equity Holders all of Transmittal will expressly ratify and approve such designationthe transactions contemplated by this Agreement. (b) The Company Not by way of limiting the authority of the Representative, each and all of Shareholders and Principal Equity Holders, for themselves and their respective heirs, executors, administrators, successors and assigns, hereby agrees that Parent authorize the Representative to: (i) waive any provision of this Agreement which the Representative deems necessary or desirable; (ii) execute and deliver on the Shareholders’ and the Escrow Agent shall Principal Equity Holders’ behalf all documents and instruments which may be able executed and delivered pursuant to rely conclusively this Agreement, including without limitation the Shares and any transfer documentation with respect thereto; (iii) (c) calculate, negotiate and agree to any adjustments to the Total Consideration; (iv) make and receive notices and other communications pursuant to this Agreement and service of process in any legal action or other proceeding arising out of or related to this Agreement or any of the transactions contemplated hereunder; (v) contest, negotiate, defend, compromise or settle any Action arising out of or related to this Agreement or any of the transactions contemplated hereunder through counsel selected by the Representative and solely at the cost, risk and expense of the Principal Equity Holders; (vi) satisfy any indemnification amounts owed pursuant to the terms herein; (vii) 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 such indemnification obligations or Actions; (viii) resolve any Actions arising from the Shareholders’ or Principal Equity Holders’ indemnification obligations hereunder; (ix) take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by arbitration, settlement or otherwise; (x) receive and distribute all or any portion of the Total Consideration or any other payment owing to the Shareholders or Principal Equity Holders hereunder in accordance with the terms herein or therein; (xi) appoint or provide for successor agents; (xii) select, retain, hire and consult with legal counsel, independent public accountants and other experts, solely at the cost and expense of the Principal Equity Holders; (xiii) pay expenses incurred or which may be incurred by or on behalf of the instructions and decisions Shareholders or Principal Equity Holders in connection with this Agreement; and (xiv) take or forego any or all actions permitted or required of any Shareholder or Principal Equity Holders or necessary in the judgment of the Representative as to for the settlement accomplishment of any claims against the Purchase Price Adjustment Escrow Amount pursuant to foregoing and all of the Purchase Price Adjustment Escrow Agreementother terms, to the settlement conditions and limitations of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow this Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees Each Shareholder and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Principal Equity Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable to the Shareholders or Principal Equity Holders for any Losses of, any of the Company, Merger Sub, Parent act or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct omission by the Representative as permitted under this Section, excepting only actions taken in connection with bad faith, and each Shareholder and Principal Equity Holder hereby irrevocably waives and releases any claims it may have against the performance of its obligations hereunderRepresentative for his acts and omissions hereunder other than any actions taken in bad faith. (d) EACH SHAREHOLDER AND PRINCIPAL EQUITY HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT HE OR SHE IS: (A) AUTHORIZING THE REPRESENTATIVE TO ACT FOR THE SHAREHOLDERS AND PRINCIPAL EQUITY HOLDERS, COLLECTIVELY AND INDIVIDUALLY, WITH BROAD POWERS; AND (B) AGREEING THAT THE REPRESENTATIVE WILL NOT BE LIABLE TO THE SHAREHOLDERS AND PRINCIPAL EQUITY HOLDERS, COLLECTIVELY OR INDIVIDUALLY, UNLESS THE REPRESENTATIVE ACTS IN BAD FAITH. EACH SHAREHOLDER AND PRINCIPAL EQUITY HOLDER FURTHER ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED TO SEEK INDEPENDENT AND SEPARATE COUNSEL PRIOR TO SIGNING THIS AGREEMENT AND HAS HAD THE OPPORTUNITY TO DO SO. (e) All In the event of the indemnities, immunities and powers granted failure or refusal of T▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to act as the Representative under (or upon the death or incapacity (mental or physical) for more than 14 days of T▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or any successor), the remaining Principal Equity Holders (including the estate or the heirs of T▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇) shall promptly appoint one of the remaining Principal Equity Holders as their agent for purposes of this Agreement shall survive the Effective TimeSection 11.16. (f) The Representative Parties hereby represents acknowledges certain funds have been deposited into the Reserve Account for the satisfaction of any and warrants to all Damages incurred by any Parent and Merger Sub that: (iIndemnified Party in connection with, with respect to, or otherwise related to, the 401(k) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of DelawareEmployer Contribution Error. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do shall not and will not conflict with distribute or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of otherwise liquidate any of the transactions contemplated hereby Reserve Fund until the 401(k) Employee Contribution Error is fully remedied, and therebyshall pay any and all Damages with respect to the 401(k) Employer Contribution Error from the Reserve Fund promptly upon the written request of any Parent Indemnified Party therefor, which request shall contain a reasonably detailed accounting of such Damages.

Representative. (a) The parties have agreed Effective upon and by virtue of the Shareholder Approval, and without any further act of any of the Shareholders, Representative shall be hereby appointed as the representative of the Shareholders and as the attorney-in-fact and agent for and on behalf of each Shareholder for purposes of this Agreement and the Escrow Agreements. Representative will take such actions under this Agreement and the Escrow Agreements and otherwise on behalf of such Shareholders as Representative may deem necessary or appropriate in its discretion in connection 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 it is desirable any waiver or amendment that shall adversely and disproportionately affect the rights or obligations of any Shareholder as compared to designate a representative 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 act 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 Fully-Diluted Stockholders for certain limited purposesShareholders, (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 specified herein. The parties have designated ▇▇▇▇▇▇▇, Dubilier & Rice, LLC as the initial Representative, and (v) taking all other actions that are either necessary or appropriate in the Stockholder Consent and judgment of Representative for the executed Letters accomplishment of Transmittal will expressly ratify and approve the foregoing or contemplated by the terms of this Agreement or the Escrow Agreements. Representative hereby accepts such designationappointment. Representative shall use commercially reasonable efforts based on contact information available to Representative to keep the Shareholders 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 Shareholders. Each Shareholder shall promptly provide written notice to Representative of any change of address of such Shareholder. (b) The Company hereby agrees that A decision, act, consent or instruction of Representative hereunder shall constitute a decision, act, consent or instruction of all Shareholders and shall be final, binding and conclusive upon each of such Shareholders, and Parent may rely upon any such decision, act, consent or instruction of Representative as being the decision, act, consent or instruction of each and every such Shareholder. Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of relieved from any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as liability to any actions required Person for any acts done by them in accordance with such decision, act, consent or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreementinstruction of Representative. (c) Upon written instruction Representative will incur no liability with respect to the Escrow Agentany action taken or suffered by any party in reliance upon any notice, all out-of-pocket fees direction, instruction, consent, statement or other document believed by such Representative to be genuine and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred to have been signed by the Representative in performing proper Person (and shall have no responsibility to determine the authenticity thereof), nor for any actions other action or inaction, except the deliberate fraud of Representative. In all questions arising under this Agreement (including in connection with or the determination Escrow Agreements, Representative may rely on the advice of the Conclusive Merger Consideration pursuant to Section 2.11outside counsel, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will not be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior liable to any Shareholder for anything done, omitted or suffered in good faith by Representative based on such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amountadvice. (d) Each of If and to the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees extent that the Representative Expense Amount is a party not sufficient to this Agreement solely to perform certain administrative functions in connection with pay, or reimburse Representative for, the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative expenses incurred in connection with the performance of duties hereunder by the Representatives, the Shareholders shall severally (each based on its obligations proportionate share of any consideration paid or payable pursuant to this Agreement) but not jointly indemnify Representative and hold Representative harmless against any such excess costs or expense. The Shareholders shall severally (each based on its proportionate share of any consideration paid or payable pursuant to this Agreement) but not jointly indemnify Representative and hold Representative harmless against any and all loss, liability or expense incurred, other than as a result of deliberate fraud on the part of Representative, that arises from or relates to the acceptance or administration of Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel or other advisors reasonably retained by Representative. After release of all Post-Closing Indemnity Escrow Funds and completion of the Representatives duties hereunder, if and to the extent any portion of the Representative Expense Amount is unspent, Representative will take reasonable steps to distribute any such remaining portion as contemplated by Sections 1.06(a) and 1.06(b). (e) All At any time Shareholders representing at least seventy percent (70%) in interest of the indemnitiesShareholders may, immunities by written consent, appoint a new representative as Representative. Notice together with a copy of the written consent appointing such new representative and powers granted bearing the signatures of Shareholders of at least seventy percent (70%) in interest of the Shareholders must be delivered to Parent and, if applicable, the Representative under Escrow Agent not less than ten (10) days prior to such appointment. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent and, if applicable, the Escrow Agent. For the purposes of this Agreement Section 10.01, "seventy percent (70%) in interest of the Shareholders" shall survive mean Shareholders representing in the Effective Timeaggregate at least 70% of the percentage Shareholders' interests in the any consideration paid or payable pursuant to this Agreement. (f) The In the event that Representative hereby represents becomes unable or unwilling to continue in his or its capacity as Representative, or if Representative resigns as a Representative, Shareholders representing at least seventy percent (70%) in interest of the Shareholders may, by written consent, appoint a new representative as Representative. Notice and warrants a copy of the written consent appointing such new representative and bearing the signatures of the Shareholders of at least seventy percent (70%) in interest of the Shareholders must be delivered to Parent and Merger Sub that:and, if applicable, the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent and, if applicable, the Escrow Agent. (g) The grant of authority provided for herein (i) The Representative has been duly formed is coupled with an interest and is validly existing as a limited liability company under shall be irrevocable and survive the laws death, incompetency, bankruptcy or liquidation of the State of Delaware. The Representative has all requisite power any Shareholder, and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by shall survive the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 consummation of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and therebyMerger.

Representative. Vantage is hereby appointed by the Company (aand by execution of this Agreement hereby accepts such appointment) The parties have agreed that it is desirable to designate a as the representative to act on behalf of the Fully-Diluted Stockholders for certain limited purposesRecipients (the “Representative”), as specified herein. The parties have designated ▇▇▇▇▇▇▇, Dubilier & Rice, LLC as with respect to the initial Representative, taking by the Representative of any and all actions and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement making of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions decisions required or permitted to be taken by the Representative hereunder, under this Agreement or the Purchase Price Adjustment Escrow Agreement or under the Indemnification EBITDA Shares Escrow Agreement. (c) Upon written instruction . Should the Representative resign or be unable to serve, a new Representative will be 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 AgentAgreement, the EBITDA Shares Escrow Agreement and this Agreement as the Representative, in which case such successor shall for all out-of-pocket fees purposes of this Agreement and expenses the Escrow Agreement and EBITDA Shares Escrow Agreement be the Representative (including legaland 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 became unable to serve, accounting and other advisors’ fees and expensesa 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 liability, if applicable) reasonably loss, damage, penalty, fine, cost or expense incurred without gross negligence by the Representative while acting in performing any actions under this Agreement (including good faith and arising out of or in connection with the determination acceptance or administration of the Conclusive Merger Consideration his duties hereunder (it being understood that any act done or omitted pursuant to Section 2.11the advice of counsel shall be conclusive evidence of such good faith). From and after the Effective Time, the Purchase Price Adjustment Escrow Agreementa decision, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b))act, will be paid out consent or instruction of the Representative ▇▇▇▇▇▇ Account shall be final, binding and conclusive and not subject to challenge by any Recipient. Parent and Surviving Corporation are hereby relieved from time any liability to timeany person for any acts done by Representative and any acts done by Parent or Surviving Corporation in accordance with any such decision, as and when such fees and expenses are incurred and at act, consent or instruction of the Representative’s sole discretion. In additionParent, Parent and each of their respective Affiliates shall be entitled to rely upon, and shall be fully protected in relying upon, the Representative shall have the right to recover any of such fees power and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance authority of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amountwithout independent investigation. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable In order to designate a representative to act on behalf efficiently administer the transactions contemplated hereby, including (i) the determination of the Fully-Diluted Net Asset Value and Adjusted Base Purchase Price, (ii) the waiver of any condition to the obligations of the Company Stockholders to consummate the transactions contemplated hereby and (iii) the defense and/or settlement of any claims for certain limited purposeswhich the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, as specified herein. The parties have designated ▇▇▇▇▇▇▇the Principal Stockholders, Dubilier & Rice, LLC as the initial Representativeby their execution of this Agreement, and the Stockholder Consent Other Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any Buyer Common Shares pursuant to this Agreement, hereby designate the executed Letters of Transmittal will expressly ratify Representative as their representative, attorney-in-fact and approve such designationagent. (b) The Principal Stockholders, by their execution of this Agreement, and the Other Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any Buyer Common Shares pursuant to this Agreement, (A) hereby agrees authorize the Representative (i) to make all decisions relating to the determination of the Net Asset Value, the Adjusted Base Purchase Price and any increase or decrease in the Merger Consideration pursuant to Section 1.10, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and the Company Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, (iii) to give and receive all notices required to be given under the Agreement, and (iv) to take any and all additional action as is contemplated to be taken by or on behalf of the Company Stockholders by the terms of this Agreement and (B) approve the Escrow Agreement and all of the arrangements relating thereto, including the placement of the Escrow Shares and the Representative Shares in the escrow established pursuant to Section 1.11. (c) In the event that Parent the Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Company Stockholders (acting by the vote of the Company Stockholders who immediately prior to the Effective Time held at least a majority of the outstanding Company Shares held by all Company Stockholders (voting on an as-converted to Common Share basis)) shall select another representative to fill the vacancy of the Representative initially chosen by the Company Stockholders, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) A decision, act, consent or instruction of the Representative, including without limitation any agreement between the Representative and the Buyer relating to the determination of the Net Asset Value and the Adjusted Base Purchase Price or the defense or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof shall constitute a decision, act, consent or instruction of all Principal Stockholders and all Other Company Stockholders and shall be binding and conclusive upon each of such Persons and the Buyer, Surviving Corporation and Escrow Agent may rely upon any such decision, act, consent or instruction as being the decision, act, consent or instructions of each and every such Person. The Buyer, Surviving Corporation and Escrow Agent are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative. (e) At any time prior to the termination of the Escrow Agreement, the Representative may deliver to the Escrow Agent and the Buyer a notice, executed by the Representative (a "Reimbursement Notice"), which shall (i) state that the Representative and/or any of his or her agents or representatives has reasonably paid or incurred (or reasonably expects to pay or incur during the Escrow Period) fees and disbursements in connection with the performance of the Representative's obligations under this Agreement or the Escrow Agreement, including, but not limited to, the fees and expenses of legal counsel (a "Reimbursement Item"), (ii) state the aggregate amount of such Reimbursement Item and the amount of the Representative Shares necessary to satisfy the amount specified in the Reimbursement Item, and (iii) specify in reasonable detail the nature and amount of each individual Reimbursement Item. The Escrow Agent shall, promptly upon receipt of such Reimbursement Notice, transfer to the Representative such amount as is equal to the lesser of (A) the number of Representative Shares claimed in the Reimbursement Notice or (B) the amount of any remaining Representative Shares. Within three business days following the termination of the Escrow Agreement, to the extent there are Representative Shares remaining at that time that have not been distributed to the Representative for reimbursement pursuant to this Section 1.12(e), the Escrow Agent shall release the remaining Representative Shares to the Exchange Agent for distribution to the Company Stockholders, in accordance with the terms of the Escrow Agreement. (f) To the extent the Representative is entitled to be reimbursed for a Reimbursement Item pursuant to Section 1.12(e) above and has not been reimbursed for such Reimbursement Item pursuant to Section 1.12(e) above, then immediately prior to the termination of the Escrow Agreement and prior to delivery of any Escrow Shares to the Company Stockholders pursuant to the Escrow Agreement, and to the extent there are Escrow Shares remaining at that time that are not subject to Claimed Amounts, the Representative shall be entitled to receive an amount of Escrow Shares equal to the Reimbursement Item that has not been reimbursed pursuant to Section 1.12(e) above, or if there are not enough Escrow Shares remaining at such time, then the Representative shall be entitled to such lesser amount of Escrow Shares. (g) By his, her or its execution of this Agreement, each Principal Stockholder, and by his or her or its approval of the Merger and adoption of this Agreement, and/or their acceptance of any Buyer Common Shares pursuant to this Agreement, each Other Company Stockholder, agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement determination of any claims against the Net Asset Value and the Adjusted Base Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow AgreementPrice, to the settlement of any claims against for indemnification by the Indemnification Escrow Amount Buyer and/or the Surviving Corporation pursuant to the Indemnification Escrow Agreement Article VI hereof or as to any other actions required or permitted to be taken by the Representative hereunder, under and no party shall have any cause of action against the Purchase Price Adjustment Escrow Agreement Buyer for any action taken by the Buyer in reliance upon the instructions or under decisions of the Indemnification Escrow Agreement.Representative; (cii) Upon written no Company Stockholder shall have any cause of action against the Representative for any action taken, decision made or instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred given by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow except for fraud or willful breach of this Agreement and any Transfer Taxes paid by the Representative pursuant to Representative; (iii) notwithstanding the provisions set forth in Section 5.11(b1.12(e) and (f)), will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have be entitled to indemnification from the right Company Stockholders for all fees, expenses and liabilities incurred in such capacity in connection with this Agreement and the Escrow Agreement and each Company Stockholder agrees to recover any indemnify the Representative for all such amounts incurred in excess of the Representative Shares or amounts received pursuant to Section 1.12(f); provided however, that the liability of each Company Stockholder shall not exceed 125% of such fees and expenses from Company Stockholder's pro rata share (based upon the Indemnification Escrow Account from any amount ratio that would otherwise be distributed the aggregate Merger Consideration payable to such Company Stockholder bears to the Fully-Diluted Stockholders and, prior to any aggregate Merger Consideration) of such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to amount. (iv) the provisions of this Agreement. If Section 1.12 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to rights or remedies that any Company Stockholder may have in connection with the transactions contemplated by this Agreement; (v) remedies available at law for any breach of the provisions of this Section 1.12 are inadequate; therefore, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, Buyer and the Surviving Corporation shall promptly pay be entitled to each Optionholder its applicable Ownership Percentage (in respect temporary and permanent injunctive relief without the necessity of such Optionholder’s Options) of proving damages if either the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or Buyer and/or the Surviving Corporation brings an action to enforce the provisions of this Section 1.12; and (vi) the provisions of this Section 1.12 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Company Stockholder, and any references in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement to a Company Stockholder or the transactions contemplated hereby, except Company Stockholders shall mean and include the successors to the extent such Losses shall be proven Company Stockholder's rights hereunder, whether pursuant to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnitiestestamentary disposition, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power descent and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreementdistribution or otherwise. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable to designate a Effective upon and by virtue of the Required Stockholder Approval, and without any further act of any of the Stockholders, the Representative shall be hereby appointed by the Stockholders as the representative to act of the Stockholders and as the attorney-in-fact and agent for and on behalf of the Fully-Diluted Stockholders each Stockholder for certain limited purposes, as specified herein. The parties have designated ▇▇▇▇▇▇▇, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters purposes of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent this Agreement and the Escrow Agent Agreement and any other agreements and documents executed or delivered in connection with this Agreement and shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any take such actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with and the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as other agreements and when documents executed or delivered in connection with this Agreement and such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any other actions on behalf of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine deem necessary or appropriate in connection 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 the Representative, in its reasonable judgment sole discretion, shall have consented (provided that any waiver or amendment that shall adversely and disproportionately affect the rights or obligations of any Stockholder as compared to be necessaryother Stockholders shall require the prior written consent of such Stockholder), advisable (ii) taking all actions and making all filings on behalf of such Stockholders with any Governmental Authority or desirable other Person necessary to give effect to the provisions consummation of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement(iii) agreeing to, the Representative Escrow Agreement negotiating, entering into settlements and all other instruments and agreements to be delivered pursuant hereto have been finally resolvedcompromises of, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer complying with orders of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in courts with respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for otherwise administering and handling any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative claims under this Agreement or the Escrow Agreement on behalf of such Stockholders, (iv) satisfying from the Escrow Account costs, expenses and/or liabilities incurred by the Representative in its capacity as the Representative and otherwise in respect accordance with this Agreement and/or the Escrow Agreement, and (v) 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 transactions contemplated herebyEscrow Agreement. The Representative hereby accepts such appointment. The appointment of the Representative as each Stockholder’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person to represent such Stockholder 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 Stockholders 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, except however, that the Representative shall use commercially reasonable efforts based on contact information available to the extent Representative to keep the Stockholders 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 Stockholders. Each Stockholder shall promptly provide written notice to the Representative of any change of address of such Losses Stockholder. (b) A decision, act, consent or instruction of the Representative hereunder shall constitute a decision, act, consent or instruction of all Stockholders and shall be proven final, binding and conclusive upon each such Stockholder, and Parent and the Surviving Company may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each and every such Stockholder. Parent, the Surviving Company and the Escrow Agent shall be relieved from any liability to be any Person for any acts done by them in accordance with such decision, act, consent or instruction of the direct result of fraud or willful misconduct by Representative. (c) Certain Stockholders have entered into a letter agreement with the Representative to provide direction to the Representative in connection with the performance of its services under this Agreement and the Escrow Agreement (such Stockholders, included their individual representatives, hereinafter referred to as the “Advisory Group”). Neither the Representative and its members, managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group (collectively, the “Representative Group”) shall incur liability with respect to any action taken or suffered by any Stockholder in reliance upon any notice, direction, instruction, consent, statement or other document believed by such Representative to be genuine and to have been signed by such Stockholder (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except the gross negligence, bad faith or willful misconduct of the Representative Group. In all questions arising under this Agreement or the Escrow Agreement, the Representative may rely on the advice of outside counsel, and the Representative shall not be liable to any Stockholder for anything done, omitted or suffered in good faith by Representative based on such advice. No provision of this Agreement or the Escrow Agreement shall require the Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement or the Escrow Agreement on behalf of any Stockholders. (d) Each Preferred Stockholder shall severally, but not jointly (based on such Preferred Stockholder’s Proportionate Share), indemnify the Representative Group and hold the Representative Group harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Representative Group 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 or other advisors reasonably retained by the Representative. All fees and expenses incurred by the Representative in performing its duties shall be borne by the Preferred Stockholders in accordance with their respective Proportionate Shares of such fees and expenses and shall be paid first out of the Representative Reserve, second from the Escrow Amount or any Earnout Payment or Milestone Payment otherwise distributable to the Stockholders, and, third, directly from the Preferred Stockholders, in accordance with their respective Proportionate Shares. As soon as practicable following the termination of all of the Representative’s obligations related to this Agreement and the transactions hereunder, as determined in the sole discretion of the Representative, the Representative shall distribute the remaining portion of the Representative Reserve (if any) (i) to Parent for prompt payment of the MIP Payment with respect to such distribution and (ii) to Parent or Parent’s paying agent for prompt distribution to the Preferred Stockholders based on each Preferred Stockholder’s Proportionate Share of such amount by wire transfer of immediately available funds; provided that in the event that the Preferred Stockholder Allocated Amounts, including amounts distributable in connection with such payment, exceeds the Aggregate Liquidation Preference Amount, then the amount of such payment in excess of the Aggregate Liquidation Preference Amount shall be distributed to the Common Stockholders based on each Common Stockholder’s Proportionate Share of such excess (any such distribution, a “Reserve Distribution”). (e) The Representative Reserve shall be held in a segregated client account, separate from the Representative’s corporate funds and the Representative will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Representative Reserve shall be used for the purposes of paying directly, or reimbursing the Representative for, any losses, liabilities or expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Stockholders shall not receive interest or other earnings on amounts in the Representative Reserve and the Stockholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Reserve. The Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative Reserve other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Reserve, and has no tax reporting obligations hereunder. (ef) All At any time Stockholders representing at least seventy percent (70%) in interest of the indemnitiesStockholders may, by written consent, appoint another Person as Representative. Notice together with a copy of the written consent appointing such Person and bearing the signatures of Stockholders of at least seventy percent (70%) in interest of the Stockholders must be delivered to Parent and, if applicable, the Escrow Agent not less than ten (10) days prior to such appointment. Such appointment shall be effective upon the later of the date indicated in the consent or the date ten (10) days after such consent is received by Parent and, if applicable, the Escrow Agent. For the purposes of this Section 8.1, “seventy percent (70%) in interest of the Stockholders” shall mean Stockholders representing in the aggregate at least seventy percent (70%) of the percentage interests in the Aggregate Merger Consideration. (g) In the event that the Representative becomes unable or unwilling to continue in his or its capacity as the Representative, or if the Representative resigns as a Representative, Stockholders representing at least seventy percent (70%) in interest of the Stockholders may, by written consent, appoint a new representative as the Representative. Notice and a copy of the written consent appointing such new representative and bearing the signatures of the Stockholders of at least seventy percent (70%) in interest of the Stockholders must be delivered to Parent and, if applicable, the Escrow Agent. Such appointment shall be effective upon the later of the date indicated in the consent or the date ten (10) days after such consent is received by Parent and, if applicable, the Escrow Agent. (h) The immunities and powers granted rights to the Representative under this Agreement indemnification shall survive the Effective Time. (f) The resignation or removal of Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws or any member of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement Advisory Group and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate Closing and/or any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution termination of this Agreement or the Purchase Price Adjustment Escrow Agreement. The Representative shall be entitled to: (i) rely upon the Distribution Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Stockholder or other party. The grant of authority provided for herein (A) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Stockholder, (B) shall survive the delivery of an assignment by any Stockholder of the whole or any fraction of his, her or its interest in any post-Closing consideration and (C) shall survive the consummation of the Merger. The provisions of this Section 8.1 shall be binding upon the executors, heirs, legal representatives, successors and assigns of each Stockholder, and any references in this Agreement to any Stockholder or the Stockholders shall mean and include the successors to such Stockholder’s rights hereunder, whether pursuant to testamentary disposition, the Indemnification Escrow Agreement laws of descent and distribution or its consummation of any of the transactions contemplated hereby and therebyotherwise.

Representative. (a) The parties have agreed that it is desirable Representative shall not be liable to designate any Company Stockholder for any act done or omitted hereunder as the Representative while acting in good faith. The Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Representative. The Company Stockholders shall, severally and not jointly, on a representative to act pro rata basis, based on behalf the number of shares of Company Common Stock issued and outstanding as of the Fully-Diluted Stockholders for certain limited purposesEffective Time, as specified herein. The parties have designated ▇▇▇▇▇▇▇indemnify the Representative and hold him harmless against any loss, Dubilier & Riceliability or expense incurred without gross negligence, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively bad faith or willful misconduct on the instructions and decisions part of the Representative as to the settlement and arising out of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination acceptance or administration of his duties hereunder, including without limitation the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement legal costs and any Transfer Taxes paid by expenses of defending the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover against any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable claim or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of the Representative’s duties. (b) Notwithstanding anything herein to the contrary, the Representative is not authorized to, and shall not, accept on behalf of any holder (other than himself) of Company Stock or Company Options any Merger Consideration or Option Payments to which such holder of Company Stock or Company Options is entitled under this Agreement and the Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any holder of Company Stock unless the Representative is expressly authorized to do so in writing signed by the holder of Company Stock (c) The Representative shall have reasonable access to information about the Company and the reasonable assistance of the Company’s officers and employees for purposes of performing its obligations duties and exercising its rights hereunder, provided that the Representative shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) The Representative shall serve as Representative until his resignation, removal from office, incapacity or death; provided, however, that the Representative shall not have the right to resign without (i) prior written notice to the Company Stockholders and (ii) determination of a successor reasonably satisfactory to Parent to serve until a successor thereto is elected by the Company Stockholders. The Representative may be removed at any time, and a successor representative, reasonably satisfactory to Parent, may be appointed, pursuant to written action by the Company Stockholders who, immediately prior to the Effective Time, held shares of Company Stock constituting sixty six and two-thirds percent (66 2/3%) or more of all such shares. Any successor to the Representative shall, for purposes of this Agreement, be deemed to be, from the time of the appointment thereof in accordance with the terms hereof, the Representative, and from and after such time, the term “Representative” as used herein and therein shall be deemed to refer to such successor. No appointment of a successor shall be effective unless such successor agrees in writing to be bound by the terms of this Agreement. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents shall be permitted to retain counsel, consultants and warrants to other advisors and shall promptly notify Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delawareafter retaining any such person. The Representative has all requisite power shall be entitled to reimbursement by Parent of his reasonable out of pocket expenses including the reasonable, documented fees and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery expenses incurred by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable for payment to, or the organizational documents ofin connection with, the Representative. (iii) Except (A) for filings under Section 2.3retention of such counsel, (B) for filings under the HSR Actconsultants, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing withaccounting or financial, or authorizationother advisors, registrationnot to exceed $20,000 per Contingent Payment, consent or approval incurred in the performance of any Governmental Authority is necessary for his duties under this Agreement. Any amounts due the Representative’s execution Representative in excess of this Agreement or $20,000 per Contingent Payment shall be borne by the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and therebyCompany Stockholders on a pro rata basis.

Representative. (a) The parties Representative shall have agreed that it is desirable full power and authority to designate a representative represent all of the Shareholders and their successors with respect to act all matters arising under this Escrow Agreement and all actions taken by the Representative hereunder shall be binding upon all such Shareholders and their successors as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Representative shall have full power and authority to interpret all the terms and provisions of this Escrow Agreement and to consent to any amendment hereof on behalf of all such Shareholders and such successors and to execute any stock powers relating to any of the Fully-Diluted Stockholders for certain limited purposesEscrowed Shares as attorneys in fact on behalf of any of the Shareholders. All action to be taken by the Representative hereunder shall be taken by or at its written direction or pursuant to such other method as the Representative, as specified hereinby written notice to Category 5 and the Escrow Agent, shall designate. Notwithstanding the foregoing, each Shareholder shall have the right to exercise any voting rights appertaining to any of the Escrow Shares in proportion to the Proportionate Stock Interest of such Shareholder and shall receive all dividends declared and paid by Category 5 appertaining to the Escrow Shares in proportion to the Proportionate Stock Interest of such Shareholder. The parties have designated ▇▇▇▇▇▇▇, Dubilier & Rice, LLC Representative shall direct the Escrow Agent in writing as to the initial Representativeexercise of any voting rights by the Shareholders, and the Stockholder Consent and Escrow Agent shall comply with any such directions of the executed Letters Representative. In the absence of Transmittal will expressly ratify and approve such designationdirections, the Escrow Agent shall not vote any of the Escrow Shares. (b) The Company Representative may act upon any instrument or other writing believed by such Representative in good faith to be genuine and to be signed or presented by the proper person and shall not be liable in connection with the performance by its duties pursuant to the provisions of this Escrow Agreement, except for its own willful default or gross negligence. The Representative shall be, and hereby agrees is, indemnified and held harmless by the Shareholders jointly and severally from all losses, costs and expenses, including reasonable counsel fees, that Parent and the Escrow Agent shall may be able to rely conclusively on the instructions and decisions of incurred by the Representative as to the settlement a result of such Representative's involvement in any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreementarbitration or litigation arising from performance of its duties hereunder, to the settlement of provided that such arbitration or litigation shall not result from any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement action taken or as to any actions required or permitted to be taken omitted by the Representative hereunderas a result of its willful default or gross negligence. Notwithstanding the joint and several obligation of the shareholders to the Representative, under the Purchase Price Adjustment Escrow Agreement or under Shareholders agree among themselves that if any Shareholder pays more than its Proportionate Stock Interest share of such indemnity obligation, any Shareholder who paid less than its Proportionate Stock Interest share shall promptly reimburse that Shareholder up to an amount equal to the Indemnification Escrow Agreementdifference between such deficient Shareholder's Proportionate Stock Interest and the amount that the deficient Shareholder has paid. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures not be entitled to compensation for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amountservices rendered hereunder. (d) Each of the CompanyThe Representative, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that or any successor to the Representative is a party hereafter appointed, may resign and shall be discharged of such Representative's duties hereunder at any time for any reason or no reason upon written notice to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, Category 5 and each of the CompanyShareholders. In case of the resignation, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that death or inability to act, a successor shall, within 10 days of such event, be named by the Shareholders representing more than 50 percent in interest of the Escrow Shares. Each successor Representative shall have no liability toall the power, authority, rights and privileges hereby conferred upon the original Representative, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses term "Representative" as used herein shall be proven deemed to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the include each such successor Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. For purposes of this Escrow Agreement, the UniCAD -------------- Common Stockholders, without any further action on the part of any such UniCAD Common Stockholder, shall be deemed to have consented to and approved: (a) The parties have agreed that it is desirable to designate a representative to act on behalf the use of the Fully-Diluted Stockholders Escrow Shares as collateral for certain limited purposes, as specified herein. The parties have designated the indemnification obligations under Section 11.2 of the Plan of Reorganization and in the manner set forth in this Agreement; (b) the appointment of ▇▇▇▇▇▇▇ ▇, Dubilier & Rice, LLC ▇▇▇▇▇▇ as the initial 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 Stockholder Consent taking by the Representative of any and all actions and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement making of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions 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) 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, such claims, (iii) negotiate, execute on behalf of the 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 actions necessary in the judgment of the Representative hereunder, under for the Purchase Price Adjustment Escrow Agreement or under accomplishment of the Indemnification Escrow Agreement. foregoing; and (c) Upon written instruction to all of the other terms, conditions and limitations of this Escrow AgentAgreement. Accordingly, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions 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 other handling of all claims, rights or obligations arising under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, so long as all UniCAD Common Stockholders are treated in material respects in the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), same manner. The UniCAD Common Stockholders will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as bound by all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct actions taken by the Representative in connection with this Escrow Agreement and CCT and the performance of its obligations hereunder. (e) All Escrow Agent shall be entitled to rely on any action or decision of the indemnitiesRepresentative as constituting the actions of the UniCAD Common Stockholders. In performing such functions, immunities the Representative will not be liable to the UniCAD Common Stockholders in the absence of gross negligence or willful misconduct. All actions and powers granted notices by the Representative hereunder shall be signed by the Representative. The Representative may resign from such position, effective upon a new Representative being appointed to act as the Representative by the written consent of UniCAD Common Stockholders who beneficially own at least a 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, either from CCT or the Escrow Account, unless and until there are Escrow Shares to be distributed to the UniCAD Common Stockholders on the Escrow Release Date (the "Distributed Shares"). Any out-of- pocket costs and expenses incurred by the Representative in connection with actions taken pursuant to the terms of this Escrow Agreement will be paid by the UniCAD Common Stockholders to the Representative under this Agreement shall survive in proportion to their percentage interests in the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as Shares set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.on Exhibit A.

Representative. (a) The parties have agreed that it is desirable to designate a representative Stockholder irrevocably appoints Fidelity National Financial, Inc. to act as the designated representative, agent and attorney-in-fact of the Stockholder with full authority to make all decisions and determinations and to take all actions required or permitted under or relating to the Merger Agreement and the Escrow Agreement on behalf of the Fully-Diluted Stockholders for certain limited purposesStockholder (but not with respect to this Agreement, other than Sections 3.5(b) and 4.1(b) hereof) (such Person, in such capacity, the “Representative”), including (i) approving any of the documents required to be delivered by the Stockholder on or after the Closing Date, (ii) approving or contesting the Closing Statement or the Initial Common Stock Cash Consideration adjustments, as specified herein. The parties have designated ▇▇▇▇▇▇▇, Dubilier & Rice, LLC as set forth in Article II of the initial RepresentativeMerger Agreement, and any other matter provided for in Article II of the Merger Agreement, (iii) administering any matter on behalf of the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and pursuant to the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as Agreement, agreeing to the settlement of any claims against matter thereunder and otherwise handling and negotiating any matter relating thereto, (iv) agreeing to any waiver, consent or amendment under the Purchase Price Adjustment Escrow Amount pursuant Merger Agreement, (v) distributing to the Purchase Price Adjustment Stockholder any portion of any consideration payable to the Stockholder under the Merger Agreement after the Closing Date, (vi) sending, receiving and reviewing notices under the Merger Agreement on behalf of the Stockholder, (vii) handling any of the matters referred to in Sections 3.5(b) and 4.1(b) hereof on behalf of a Stockholder and (viii) appointing a successor Representative in the event of the resignation or death of the then current Representative. The Stockholder acknowledges that this Section 6.7 is intended to have the broadest possible scope for the purpose of promoting the efficient negotiation and handling of matters which arise under or in connection with the Merger Agreement and the Escrow Agreement (but not with respect to this Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any other than Sections 3.5(b) and 4.1(b) hereof). All actions required or permitted to be taken by the Representative hereunderin connection with, under or relating to, the Purchase Price Adjustment subject matter of the Merger Agreement or the Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction but not with respect to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, other than Sections 3.5(b) and 4.1(b) hereof) that are within the Indemnification Escrow Agreement and any Transfer Taxes paid by authority conferred upon the Representative pursuant to this Section 5.11(b))6.7 shall be deemed authorized, will be paid out approved, ratified and confirmed by the Stockholder, having the same force and effect as if performed pursuant to the direct authorization of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretionStockholder. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed Subject to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements shall be entitled, absent gross negligence or bad faith, to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions indemnification in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its rights and obligations hereunder pursuant to this Section 6.7 and/or under the Escrow Agreement, which indemnification shall be satisfied solely by having recourse against the Escrow Funds; provided, that, subject to Section 7 of the Escrow Agreement, any such indemnification of the Representative shall be subject and thereunder do strictly subordinated to any rights of the Parent and the other Indemnified Parties against the Escrow Fund pursuant to the Escrow Agreement, with no Escrow Funds to be paid to the Representative until the Parent and the Indemnified Parties have no further rights thereto and such funds are about to be returned to the Holders; provided, further, that to the extent that the Escrow Funds are insufficient to so indemnify the Representative, the Stockholder shall indemnify the Representative for its Pro Rata Portion of such shortfall. The Stockholder agrees that Parent shall be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the Representative on behalf of the Stockholder and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Representative. The Stockholder further agrees that Parent shall be entitled to disregard any notices or communications given or made by the Stockholder in connection with the Merger Agreement (but not with respect to this Agreement, other than Sections 3.5(b) and will not conflict with 4.1(b) hereof) unless given or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, made through the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable In order to designate a representative to act on behalf efficiently administer the transactions contemplated hereby, including (i) the determination of the Fully-Diluted Net Asset Value and Adjusted Base Purchase Price, (ii) the waiver of any condition to the obligations of the Company Stockholders to consummate the transactions contemplated hereby and (iii) the defense and/or settlement of any claims for certain limited purposeswhich the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, as specified herein. The parties have designated ▇▇▇▇▇▇▇the Principal Stockholders, Dubilier & Rice, LLC as the initial Representativeby their execution of this Agreement, and the Stockholder Consent Other Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any Buyer Common Shares or Cash Merger Consideration pursuant to this Agreement, hereby designate the executed Letters of Transmittal will expressly ratify Representative as their representative, attorney-in-fact and approve such designationagent. (b) The Company hereby agrees that Parent Principal Stockholders, by their execution of this Agreement, and the Escrow Agent shall be able to rely conclusively on Other Company Stockholders, by the instructions and decisions approval of the Merger and adoption of this Agreement and/or their acceptance of any Buyer Common Shares or Cash Merger Consideration pursuant to this Agreement, hereby authorize the Representative as (i) to make all decisions relating to the determination of the Net Asset Value, the Adjusted Base Purchase Price and any increase or decrease in the Total Merger Consideration pursuant to Section 1.10, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and the Company Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims against for which the Purchase Price Adjustment Escrow Amount Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, (iii) to give and receive all notices required to be given under the Purchase Price Adjustment Escrow Agreement, and (iv) to the settlement of take any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or and all additional action as to any actions required or permitted is contemplated to be taken by or on behalf of the Representative hereunder, under Company Stockholders by the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow terms of this Agreement. (c) Upon written instruction In the event that the Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Company Stockholders (acting by the vote of the Company Stockholders who immediately prior to the Escrow Agent, Effective Time held at least a majority of the outstanding Company Shares held by all outCompany Stockholders (voting on an as-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicableconverted to Common Share basis)) reasonably incurred shall select another representative to fill the vacancy of the Representative initially chosen by the Company Stockholders, and such substituted representative shall be deemed to be the Representative in performing any actions under for all purposes of this Agreement and the documents delivered pursuant hereto. (d) All decisions and actions by the Representative, including in connection with without limitation any agreement between the Representative and the Buyer relating to the determination of the Conclusive Merger Consideration Net Asset Value and the Adjusted Base Purchase Price or the defense or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Section 2.11Article VI hereof, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will shall be paid out binding upon all of the Representative ▇▇▇▇▇▇ Account from time to timeCompany Stockholders, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative no Company Stockholder shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders andobject, prior to any such distributiondissent, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement protest or otherwise in respect of this Agreement or contest the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereundersame. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) Each of the Sellers hereby constitutes and appoints the Representative to act as the Representative under this Agreement and the Minority Sellers' Incremental Tax Payment Escrow Agreement, as and to the extent provided herein and therein. Each of the Sellers agrees to indemnify and hold harmless the Representative by reason of his acting or failing to act in connection with any of the transactions contemplated hereby or by the Minority Sellers' Incremental Tax Payment Escrow Agreement and against any loss, liability or expense the Representative may sustain or incur as a result of serving as Representative hereunder or under the Minority Sellers' Incremental Tax Payment Escrow Agreement, except such losses, liabilities and expenses which are determined in an arbitration proceeding to have resulted primarily from the gross negligence or willful misconduct of the Representative. Each of the Sellers agrees that the Representative shall have no liability whatsoever to any Seller or such Seller's beneficiaries, heirs or personal representatives for any matters arising out of this Agreement or the Minority Sellers' Incremental Tax Payment Escrow Agreement except, in the case of the Sellers, for liability for such matters which are determined in an arbitration proceeding to have resulted primarily from the gross negligence or willful misconduct of the Representative. Each of the Sellers hereby agrees to reimburse the Representative upon the request of the Representative for all reasonable expenses, disbursements and advances incurred or made by the Representative in the performance of his duties under this Agreement or under the Minority Sellers' Incremental Tax Payment Escrow Agreement. The parties Representative shall have agreed that it is desirable to designate a representative the authority to act on behalf of and to bind each of the Fully-Diluted Stockholders Sellers for certain limited purposespurposes of the provisions of this Agreement and the Minority Sellers' Incremental Tax Payment Escrow Agreement to the extent set forth in this Agreement and the Minority Sellers' Incremental Tax Payment Escrow Agreement, as specified hereinrespectively. (b) The initial Representative hereunder shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. The parties have designated In the event that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Dubilier & Ricefor any reason, LLC shall fail or be unable to continue to serve as the initial Representative, and whether by reason of his death, incapacity, resignation or otherwise, then the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent successor Representative shall be able to rely conclusively elected by holders of a majority of the Seller Percentages reflected on the instructions Exhibit A hereto. The rights, powers, privileges and decisions obligations of the Representative as to the settlement of named hereunder shall be possessed by any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by the successor Representative hereunder, under the Purchase Price Adjustment Escrow Agreement or under the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, same effect as and when though such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have successor had originally been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement. The word "Representative" as used in this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that means the Representative shall have no liability to, and shall not be liable for or any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations successor representative acting hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable In order to designate a representative to act on behalf efficiently administer the transactions contemplated hereby, including (i) the determination of the Fully-Diluted Stockholders Base Merger Consideration and Closing Merger Consideration, (ii) the waiver of any condition to the obligations of the Equity Holders to consummate the transactions contemplated hereby and (iii) the defense and/or settlement of any claims for certain limited purposeswhich the Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, as specified herein. The parties have designated ▇▇▇▇▇▇▇the Company Stockholders, Dubilier & Rice, LLC as by the initial Representativeapproval of the Merger and adoption of this Agreement and/or their acceptance of any Closing Merger Consideration pursuant to this Agreement, and the Stockholder Consent Option Holders, by their acceptance of any Option Consideration pursuant to this Agreement, hereby designate the Representative as their representative, attorney-in-fact and the executed Letters of Transmittal will expressly ratify and approve such designationagent. (b) The Company Stockholders, by their approval of the Merger and adoption of this Agreement and/or their acceptance of any Closing Merger Consideration pursuant to this Agreement, and the Option Holders, by their acceptance of any Option Consideration pursuant to this Agreement, hereby agrees that Parent authorize the Representative to take any and all actions and to make any decisions required or permitted to be taken or made by the Representative under this Agreement and the Escrow Agreement, including the exercise of the power: (i) to make all decisions relating to the determination of the Base Merger Consideration and the Closing Merger Consideration, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and the Equity Holders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, (iii) to give and receive all notices required to be given under the Agreement, and (iv) to take any and all additional action as is contemplated to be taken by or on behalf of the Equity Holders by the terms of this Agreement. (c) In the event that the Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Company Stockholders (acting by the vote of the Company Stockholders who immediately prior to the Effective Time held at least a majority of the outstanding Company Shares held by all Company Stockholders (voting on an as-converted to Common Share basis)) shall select another representative to fill the vacancy of the Representative initially chosen by the Company Stockholders, and such substituted representative shall thereafter be deemed to be the Representative for all purposes of this Agreement and the Escrow Agreement, and the documents delivered pursuant hereto and thereto. (d) All decisions and actions by the Representative, including without limitation any agreement between the Representative and the Buyer relating to the determination of the Base Merger Consideration and Closing Merger Consideration or the defense or settlement of any claims for which the Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, shall be binding upon all of the Equity Holders, and no Equity Holder shall have the right to object, dissent, protest or otherwise contest the same. (e) Without limiting the generality of the foregoing, the Representative is authorized and empowered to establish such reserves as the Representative may from time to time determine, in its sole discretion, to be necessary and desirable in connection with the expenses and other costs to be borne by the Representative or the Equity Holders hereunder, including the Representative Fund, and to pay such reserves from the Representative Fund or direct the Buyer to make payment of such amounts from the Escrow Amount to be applied to such reserves in lieu of the payment to the Equity Holders; (f) The Representative Fund shall be maintained by the Representative in a segregated account (the “Representative Account”). The Representative shall be reimbursed for reasonable out-of-pocket expenses incurred in the performance of its duties (including, without limitation, the reasonable fees and expenses of counsel) under this Agreement and the Escrow Agreement from the Representative Fund and, if such fund is insufficient to pay such expenses, from the first proceeds from the Escrow Amount otherwise available for distribution to the Equity Holders. Any portion of the Representative Fund remaining after (i) payment of all of the Representatives’ out-of-pocket expenses following the resolution of all indemnification claims under Article VI hereof and (ii) the determination by the Representative that such funds are no longer necessary in connection with indemnification claims that may be brought thereunder (such portion of the Representative Fund, the “Remaining Representative Fund”) shall be delivered to the Paying Agent for distribution to the Equity Holders (or the Company, for distribution to the Option Holders) in the amounts such Equity Holders would receive if the Remaining Representative Fund were instead a portion of the Escrow Amount to be distributed to such Equity Holders in accordance with the Escrow Agreement. The Representative shall hold, invest, reinvest and disburse the Representative Account in trust for all Equity Holders, and the Representative Account shall not be used for any other purpose (other than as contemplated under Section 1.12(h)) and shall not be available to the Buyer or to the Surviving Corporation to satisfy any claims hereunder; (g) By his, her or its approval of the Merger and adoption of this Agreement, and/or their acceptance of any Closing Merger Consideration pursuant to this Agreement, each Company Stockholder and Option Holder agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement determination of any claims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow AgreementBase Merger Consideration and Closing Merger Consideration, to the settlement of any claims against for indemnification by the Indemnification Escrow Amount Buyer and/or the Surviving Corporation pursuant to the Indemnification Escrow Agreement Article VI hereof or as to any other actions required or permitted to be taken by the Representative hereunder, under and no Equity Holder or any other party shall have any cause of action against the Purchase Price Adjustment Escrow Agreement Buyer for any action taken by the Buyer in reliance upon the instructions or under decisions of the Indemnification Escrow Agreement.Representative; (cii) Upon written all actions, decisions and instructions of the Representative shall be conclusive and binding upon all of the Equity Holders, and no Equity Holder shall have any cause of action against the Representative for any action taken, decision made or instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred given by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow except for fraud or willful breach of this Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to ; (iii) the provisions of this Agreement. If Section 1.12 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to rights or remedies that any Equity Holder may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 1.12 are inadequate; therefore, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, Buyer and the Surviving Corporation shall promptly pay be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Surviving Corporation brings an action to enforce the provisions of this Section 1.12; and (v) the provisions of this Section 1.12 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Optionholder its applicable Ownership Percentage Equity Holder, and any references in this Agreement to an Equity Holder shall mean and include the successors to the Equity Holder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (h) In performing the functions specified in respect this Agreement, the Representative shall not be liable to any Equity Holder in the absence of such Optionholder’s Options) fraud or willful breach on the part of the balance Representative. Each Equity Holder shall severally, and not jointly, indemnify and hold harmless the Representative from and against any loss, liability or expense incurred without fraud or willful breach on the part of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect arising out of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions or in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent acceptance or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance administration of its obligations duties hereunder. (e) All of the indemnities, immunities including any out-of-pocket costs and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents expenses and warrants to Parent legal fees and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery other legal costs reasonably incurred by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.

Representative. (a) The parties have agreed that it is desirable In order to designate a representative to act on behalf efficiently administer the transactions contemplated hereby, including (i) the determination of the FullyNet Working Capital and Adjusted Base Cash Purchase Price, (ii) the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof and (iii) the enforcement of any rights of the Company Stockholders under Article VII hereof, the Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of Merger Consideration, hereby designate the Representative as their representative, attorney-Diluted Stockholders for certain limited purposes, as specified herein. The parties have designated ▇▇▇▇▇▇▇, Dubilier & Rice, LLC as the initial Representative, in-fact and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designationagent. (b) The Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of Merger Consideration, hereby agrees that Parent authorize the Representative (i) to prepare and deliver the Closing Balance Sheet and to make all decisions relating to the determination of the Net Working Capital and the Escrow Agent Adjusted Base Cash Purchase Price, (ii) to take all action necessary in connection with the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, (iii) to enforce any rights of the Company Stockholders under Article VII hereof, (iv) to give and receive all notices required to be given under the Agreement, and (v) to take any and all additional action as is contemplated to be taken by or on behalf of the Company Stockholders by the terms of this Agreement. (c) In the event that the Representative becomes unable to perform his, her or its responsibilities hereunder or resigns from such position, the Company Stockholders (acting by the vote of the Company Stockholders who immediately prior to the Effective Time held at least a majority of the outstanding Company Shares held by all Company Stockholders (voting on an as-converted basis)) shall select another representative to fill the vacancy of the Representative initially chosen by the Company Stockholders, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) All decisions and actions by the Representative, including without limitation any agreement between the Representative and the Buyer relating to the determination of the Net Working Capital and the Adjusted Base Cash Purchase Price or the defense or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, shall be binding upon all of the Company Stockholders, and no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (e) By his, her or its approval of the Merger and adoption of this Agreement, and/or his or its acceptance of Merger Consideration, each Company Stockholder, agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the settlement determination of any claims against the Net Working Capital and the Adjusted Base Cash Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow AgreementPrice, to the settlement of any claims against for indemnification by the Indemnification Escrow Amount Buyer and/or the Surviving Corporation pursuant to the Indemnification Escrow Agreement Article VI hereof or as to any other actions required or permitted to be taken by the Representative hereunder, under and no party shall have any cause of action against the Purchase Price Adjustment Escrow Agreement Buyer for any action taken by the Buyer in reliance upon the instructions or under decisions of the Indemnification Escrow Agreement.Representative; (cii) Upon written all actions, decisions and instructions of the Representative shall be conclusive and binding upon all of the Company Stockholders and no Company Stockholder shall have any cause of action against the Representative for any action taken, decision made or instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred given by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow except for fraud or willful breach of this Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to ; (iii) the provisions of this Agreement. If Section 1.12 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to rights or remedies that any Company Stockholder may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 1.12 are inadequate; therefore, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, Buyer and the Surviving Corporation shall promptly pay be entitled to each Optionholder its applicable Ownership Percentage (in respect temporary and permanent injunctive relief without the necessity of such Optionholder’s Options) of proving damages if either the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or Buyer and/or the Surviving Corporation brings an action to enforce the provisions of this Section 1.12; and (v) the provisions of this Section 1.12 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Company Stockholder, and any references in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement to a Company Stockholder or the transactions contemplated hereby, except Company Stockholders shall mean and include the successors to the extent such Losses shall be proven Company Stockholder’s rights hereunder, whether pursuant to be testamentary disposition, the direct result laws of fraud descent and distribution or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Timeotherwise. (f) The Company Stockholders shall severally and not jointly indemnify the Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited hold him, her or it harmless against any loss, liability company under or expense incurred without gross negligence or bad faith on the laws part of the State Representative and arising out of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, or in connection with the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative acceptance or administration of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and therebyduties hereunder.

Representative. (a) The parties have agreed that it is desirable to designate a representative Holders irrevocably appoint Stone Point Capital LLC to act as the designated representative, agent and attorney-in-fact of such Holders with full authority to make all decisions and determinations and to take all actions required or permitted under or relating to this Agreement and the Escrow Agreement on behalf of such Holders (the committee, in such capacity, the "Representative"), including (i) approving any of the documents required to be delivered by such Holders on or after the Closing Date, (ii) approving or contesting the Closing Statement, and/or the Initial Merger Consideration adjustments, as set forth in Article III of this Agreement, and any other matter provided for in Article III of this Agreement, (iii) administering any indemnification matter on behalf of the Fully-Diluted Stockholders for certain limited purposesHolders, as specified herein. The parties have designated ▇▇▇▇▇▇▇, Dubilier & Rice, LLC as the initial Representative, and the Stockholder Consent and the executed Letters of Transmittal will expressly ratify and approve such designation. (b) The Company hereby agrees that Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Representative as agreeing to the settlement of any claims against indemnification matter and otherwise handling and negotiating indemnification matters, (iv) agreeing to any waiver, consent or amendment under or to this Agreement, provided that no such waiver, consent or amendment shall adversely affect the Purchase Price Adjustment Escrow Amount pursuant allocation of any consideration hereunder to any Holder who does not expressly consent thereto in writing, (v) distributing to the Purchase Price Adjustment Escrow Agreement, Holders any portion of any consideration hereunder payable to the settlement Holders after the Closing Date, (vi) sending, receiving and reviewing notices under this Agreement on behalf of any claims against the Indemnification Escrow Amount pursuant Holders and (vii) appointing a successor Representative in the event of the resignation or death of the then current Representative. Each Holder acknowledges that this Section 11.12 is intended to have the Indemnification Escrow Agreement broadest possible scope for the purpose of promoting the efficient negotiation and handling of all matters which arise under or as to any in connection with this Agreement. All actions required or permitted to be taken by the Representative hereunderin connection with, under or relating to, the Purchase Price Adjustment subject matter of this Agreement or the Escrow Agreement or under that are within the Indemnification Escrow Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by authority conferred upon the Representative pursuant to this Section 5.11(b))11.12 shall be deemed authorized, will be paid out approved, ratified and confirmed by the Holders, having the same force and effect as if performed pursuant to the direct authorization of such Holders. Subject to the terms of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements shall be entitled, absent gross negligence or bad faith, to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions indemnification in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby, except to the extent such Losses shall be proven to be the direct result of fraud or willful misconduct by the Representative in connection with the performance of its obligations hereunder. (e) All of the indemnities, immunities and powers granted to the Representative under this Agreement shall survive the Effective Time. (f) The Representative hereby represents and warrants to Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative has all requisite power and authority to execute and deliver this 95 Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (ii) The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its rights and obligations hereunder pursuant to this Section 11.12 and/or under the Escrow Agreement, which indemnification shall be satisfied solely by having recourse against the Escrow Funds; provided that, subject to Section 7 of the Escrow Agreement, any such indemnification of the Representative shall be subject and thereunder do strictly subordinated to any rights of the Parent and the other Indemnified Parties against the Escrow Fund pursuant to the Escrow Agreement, with no Escrow Funds to be paid to the Representative until the Parent and the Indemnified Parties have no further rights thereto and such funds are about to be returned to the Holders. The Parent shall be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the Representative on behalf of the Holders and shall not and will be liable in any manner whatsoever for any action taken or not conflict with taken in reliance upon the actions taken or violate not taken or communications or writings given or executed by the Representative. The Parent shall be entitled to disregard any provision of notices or communications given or made by any applicable law, rule Holder unless given or regulation of any Governmental Authority applicable to, or the organizational documents of, made through the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the Seller Disclosure Letter, no notice to, filing with, or authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement or its consummation of any of the transactions contemplated hereby and thereby.