Common use of Representative Clause in Contracts

Representative. (a) The Company agrees that GS Capital Partners VI, L.P. shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIEach Stockholder hereby designates and appoints (and each permitted Transferee of each such Stockholder is hereby deemed to have so designated and appointed) Chairman Stockholder (the “Representative”), L.P. shall be the agent and as its attorney-in-fact for each with full power of substitution, to serve as the representative of such Stockholder to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such Stockholder (including the voting of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby Subject Shares in accordance with Sections 4(a) and 4(b)), and hereby acknowledges that the terms of Representative shall be authorized to take any action so required, authorized or contemplated by this Section 11.13Agreement. In Each such Stockholder further acknowledges that the event of foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the resignation, death or incapacity of such Stockholder. Each such Stockholder hereby authorizes (and each such Permitted Transferee of such Stockholder shall be deemed to have authorized) the other parties hereto to disregard any notices or other action taken by such Stockholder pursuant to this Agreement, except for notices and actions taken by the Representative, . Oracle is and will be entitled to rely on any action so taken or any notice given by the Representative and is and will be entitled and authorized to give notices only to the Representative for any notice contemplated by this Agreement to be given to any such Stockholder. A successor to the Representative may be chosen by a successor representative reasonably satisfactory majority in interest of the Stockholders; provided that notice thereof is given by the new Representative to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representativeOracle. (b) The Notwithstanding the generality of Section 6(a), each Stockholder hereby constitutes and appoints the Representative is hereby 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 substitution, as the premises) in connection with such matters as are reasonably necessary for proxy pursuant to the consummation provisions of Section 212 of the transactions contemplated Delaware General Corporation Law and attorney of such Stockholder, and hereby authorizes and empowers the Representative to represent, vote and otherwise act (by voting at any meeting of the Stockholders of the Company, by written consent in this Agreement and the other agreements contemplated hereby including: (ilieu thereof or otherwise) to receive all payments owing with respect to the Stockholders Subject Shares owned or held by such Stockholder regarding the Optionholders under matters referred to in Sections 4(a) and 4(b) until the termination of this Agreement, (ii) to the same extent within and with the power of the Stockholders same effect as such Stockholder might or could do under applicable law, rules and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or thereinregulations. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given The proxy granted pursuant to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative immediately preceding sentence is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective irrevocable. Each Stockholder hereby revokes any and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action all previous proxies or powers of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), attorney granted with respect to any action taken or omitted to be taken by the Representative in its role as 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 Representative, Subject Shares owned or held by such Stockholder regarding the matters referred to in Sections 4(a) and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”4(b).

Representative. (a) The Company agrees that GS Capital Partners VIhereby irrevocably constitutes and appoints ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (“Tyler”), L.P. shall be as the agent and attorney-in-fact for each Representative. As such, Tyler is authorized to act on behalf of the Stockholders Company in connection with the transactions contemplated by the Transaction Documents, and in particular, and without limitation, to: (i) take any and all actions (including, without limitation, executing and delivering any documents, incurring any costs and expenses on behalf of the Optionholders to act as Members) and make any and all determinations which may be required or permitted in connection with the Representative under post-closing implementation of this Agreement and related agreements and the other agreements transactions contemplated hereby and thereby; (ii) give and receive notices and communications thereunder; (iii) negotiate, defend, settle, compromise and otherwise handle and resolve any and all claims and disputes with Buyer and any other Buyer Indemnified Party arising out of or in accordance with respect of the terms Transaction Documents, including, without limitation, claims and disputes pursuant to Sections 1.4 and 1.6 and Article VII of this Section 11.13. In Agreement; (iv) receive all notices under the event of Transaction Documents; (v) retain legal counsel, accountants, consultants and other experts, and incur any other reasonable expenses, in connection with all matters and things set forth or necessary with respect to the resignationTransaction Documents and the transactions contemplated hereby and thereby; and (vi) to make any other decision or election or exercise such rights, death or incapacity of power and authority as are incidental to the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representativeforegoing. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all Each of the Stockholders Members acknowledges and the Optionholders (with full power agrees that upon execution of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive upon any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed delivery by the Representative to be necessary of any waiver, amendment, agreement, opinion, certificate or desirable in connection withother document executed by the Representative, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub such Member shall be entitled to rely on bound by such appointment documents as fully as if such Member had executed and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreementdelivered such documents. (c) The appointment Upon the death, disability or incapacity of the initial Representative is an agency coupled with an interest appointed pursuant to Section 10.17(a), the Company shall appoint a successor Representative. The Representative may resign at any time; provided, however, that it must provide the Company prior written notice of such decision to resign. The Representative shall not receive compensation for service in such capacity. (d) Any and is irrevocable all actions taken or not taken, exercises of rights, power or authority and any action taken decision or determination made by the Representative pursuant to the authority granted in this Section 11.13 connection herewith shall be effective absolutely and absolutely irrevocably binding on each Stockholder upon the Company as if the Company had taken such action, exercised such rights, power or authority or made such decision or determination in its individual capacity, and Optionholder notwithstanding any contrary action Buyer may rely upon such action, exercise of or direction from such Stockholder or Optionholderright, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacitypower, or dissolution authority or other termination of existence, of any Stockholder such decision or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act determination of the Representative as the act action, exercise, right, power, or authority, or decision or determination of such Person, and the Stockholder or Optionholder. (d) The Representative Company shall not be liable have the right to object, dissent, protest or otherwise contest the same. Buyer is hereby relieved from any liability to any Stockholder, Optionholder or to Person for any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken acts done by the Representative and any acts done by Buyer in its role as Representative under accordance with any decision, act, consent 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 instruction of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Each Member shall indemnify the Representative, in proportion to such Member’s percentage ownership of the Company as of the Closing, against all Losses arising out of or in connection with any claim or in connection with any appeal thereof, relating to the acts or omissions of Representative shall receive reimbursement fromhereunder, and be indemnified fromunder the Escrow Agreement or otherwise, except for such Losses that arise from the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance Representative’s gross negligence or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”)willful misconduct.

Representative. (a) The Company agrees that GS Capital Partners VIAt the Effective Time, L.P. shall ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be constituted and appointed as the Representative, and the Representative hereby accepts such appointment. Each Indemnifying Securityholder and Indemnifying Founders, by virtue of its adoption of this Agreement and approval of the Merger, will be deemed to have appointed and constituted the Representative as their agent and true and lawful attorney-in-fact for each with the powers and authority as set forth in this Agreement. All such actions of the Stockholders Representative taken in accordance with this Section 7.16 shall be deemed to be facts ascertainable outside the merger agreement and shall be binding on the Optionholders Indemnifying Securityholders. The Representative will be the exclusive agent for and on behalf of the Indemnifying Securityholders and Indemnifying Founders to act as (1) enter into the Escrow Agreement; (2) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the other documents contemplated by the Transactions; (3) authorize deliveries to Parent of cash or other property from the Escrow Funds and legally bind each Indemnifying Securityholder to pay cash directly to Parent in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (4) object to such claims in accordance with Section 7.6 and Section 7.13; (5) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, such claims; (6) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance; (7) subject to Section 6.3, execute for and on behalf of each Indemnifying Securityholder and Indemnifying Founder any amendment to this Agreement, the Escrow Agreement or any exhibit, annex or schedule hereto or thereto (including for the purpose of amending addresses or sharing percentages), (8) enter into any waiver or extension pursuant to Section 6.4 and (9) cause to be paid to the other agreements contemplated hereby Indemnifying Securityholders any balance of the Representative Fund Amount not used in accordance with the terms of this Section 11.13the Escrow Agreement. In The Representative will be the event sole and exclusive means of asserting or addressing any of the resignation, death or incapacity above on behalf of the RepresentativeIndemnifying Securityholders and Indemnifying Founders, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered no Indemnifying Securityholder or Indemnifying Founder will have any right to act foron its own behalf with respect to any such matters, other than any claim or dispute against the Representative. This appointment of agency and on behalf of, any or all of the Stockholders and the Optionholders (with full this power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative attorney is an agency coupled with an interest and is will be irrevocable and will not be terminated by any Indemnifying Securityholder or Indemnifying Founder or by operation of Law, whether by the death or incapacity of any Indemnifying Securityholder or Indemnifying Founder or the occurrence of any other event, and any action taken by the Representative will be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not any Indemnifying Securityholder, Indemnifying Founder or the Representative will have received any notice thereof. All reasonable and documented expenses, if any, incurred by the Representative in connection with the performance of his, her or its duties as the Representative in connection with General Liability Claims will be borne and paid by the Indemnifying Securityholders according to their Aggregate Escrow Funding Percentage (the “General Representative Expenses”). All reasonable expenses, if any, incurred by the Representative in connection with the performance of his, her or its duties as the Representative in connection with Litigation Liability Claims will be borne and paid by the Indemnifying Founders according to their Unit Litigation Funding Percentage (the “Litigation Representative Expenses”). The Representative will have the right to recover General Representative Expenses from the Representative Fund as such General Representative Expenses are incurred. Following the termination of the General Escrow Claim Period, the resolution of all General Liability Claims and the satisfaction of all claims made by Indemnified Parties for Losses, the Representative will have the right to recover General Representative Expenses from the General Escrow Fund, if and only if no amounts are then remaining in the Representative Fund, prior to any distribution to the Indemnifying Securityholders, and prior to any such distribution, will deliver to the Escrow Agent a certificate setting forth the General Representative Expenses actually incurred with respect to General Liability Claims; provided, however, that no such expenses shall be recovered from the cash then on deposit in the General Escrow Fund attributable to an Indemnifying Securityholder who does not give their prior written consent to such reimbursement. Following the termination of the Litigation Escrow Claim Period, the resolution of all Litigation Liability Claims and the satisfaction of all claims made by Indemnified Parties for Losses, the Representative will have the right to recover Litigation Representative Expenses from the Litigation Escrow Fund prior to any distribution to the Indemnifying Founders, and prior to any such distribution, will deliver to the Escrow Agent a certificate setting forth the Litigation Representative Expenses actually incurred with respect to Litigation Liability Claims. In the event that neither the Representative Fund nor the Litigation Escrow Fund are available to reimburse the Representative for Litigation Representative Expenses, the Indemnifying Founders shall indemnify the Representative according to their Aggregate Litigation Funding Percentage for such expenses. No bond will be required of the Representative, and the Representative will not receive any compensation for the Representative’s services. Notices or communications to or from the Representative will constitute notice to or from each of the Indemnifying Securityholders or Indemnifying Founders, as applicable. (b) The Person serving as the Representative may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the General Escrow Fund upon not less than ten days’ prior written notice to Parent. The agency of the Representative may be changed only when the Person serving as the Representative is replaced pursuant to the authority granted preceding sentence. A vacancy in the position of Representative may be filled by the holders of a majority in interest of the cash then on deposit in the General Escrow Fund. If the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Indemnifying Securityholders will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until such successor is duly appointed and qualified to act hereunder. 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 Indemnifying Securityholders or Indemnifying Founders, as applicable, at their addresses last known to Parent. (c) The Representative will not be liable to any Indemnifying Securityholder or Indemnifying Founder for any act done or omitted in connection with the Representative’s services under this Section 11.13 shall Agreement or the Escrow Agreement while acting in good faith and any act done or omitted in accordance with the advice of counsel or other expert will be effective conclusive evidence of such good faith. The Indemnifying Securityholders and absolutely binding Indemnifying Founders, as applicable, will severally, but not jointly (based on each Stockholder their respective Aggregate Escrow Funding Percentage or Unit Litigation Funding Percentage, as applicable, compared to the total Aggregate Escrow Funding Percentage or Unit Litigation Funding Percentage of all of the Indemnifying Securityholders or Indemnifying Founders, respectively), indemnify the Representative from and Optionholder notwithstanding against any contrary action and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the reasonable fees and expenses of counsel and experts and their staffs and all reasonable expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or direction in connection with the Representative’s execution and performance of this Agreement and the Escrow Agreement, in each case in such person’s capacity as the Representative only, and as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss or any portion of a Representative Loss is finally adjudicated to have been directly caused by the gross negligence or bad faith of the Representative, the Representative will promptly reimburse the Indemnifying Securityholders or the Indemnifying Founders, as applicable, the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or bad faith. With respect to General Liability Claims, if not paid directly to the Representative by the Indemnifying Securityholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative Fund and (ii) the amounts in the General Escrow Fund at such Stockholder time as remaining amounts in the General Escrow Fund would otherwise be distributable to the Indemnifying Securityholders. With respect to Litigation Liability Claims, if not paid directly to the Representative by the Indemnifying Founders, any such Representative Losses may be recovered by the Representative from the amounts in the Litigation Escrow Fund at such time as remaining amounts in the Litigation Escrow Fund would otherwise be distributable to the Indemnifying Founders. Notwithstanding the foregoing, while this section allows the Representative to be paid from the Representative Fund and the Escrow Funds, this does not relieve the Indemnifying Securityholders or OptionholderIndemnifying Founders, except for actions as applicable, from their obligation to promptly pay such Representative Losses as they are suffered or omissions incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Indemnifying Securityholders, Indemnifying Founders or otherwise. The Indemnifying Securityholders and Indemnifying Founders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other the termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or OptionholderAgreement. (d) The Representative shall will have reasonable access to information about the Surviving Entity and its then current officers and employees, as well as the reasonable assistance of the Company’s former officers and employees for purposes of performing its duties and exercising its rights hereunder; provided that the Representative will treat confidentially and not use or disclose the terms of this Agreement or any nonpublic information from or about Parent, Surviving Entity, or any Indemnified Person to anyone (except to the Indemnifying Securityholders, Indemnifying Founders 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), provided, however, that neither Parent nor the Surviving Entity will be liable obligated to provide such access or information if it determines, in its reasonable judgment, that doing so would violate applicable Law or any StockholderContract to which Parent, Optionholder the Surviving Entity or any of their Affiliates is a party or obligation of confidentiality owed by Parent, the Surviving Entity or any of their Affiliates to a third party, jeopardize the protection of attorney-client privilege or any rights of Parent or any Indemnified Person under the work-product doctrine or expose Parent or the Surviving Entity to risk of liability for disclosure of sensitive or personally identifiable information. The Representative will enter into a separate confidentiality agreement prior to being provided access to such information if requested by Parent. Notwithstanding anything in this Agreement to the contrary, any pre-Closing attorney-client privileged communications of the Company and its Subsidiaries that summarize, describe or refer to the Transactions or to negotiations relating to the Transactions (including all emails, correspondence, invoices, recordings and other documents or files, evidencing or reflecting communications between the Company, its Subsidiaries and their respective counsel, and all files maintained by the Company’s or any other Person of its Subsidiaries’ law firm or legal counsel ) (other than Parent the “Communications”) will not become attorney-client privileged communications of the Surviving Entity, but will instead become attorney-client privileged Communications of the Representative; provided, however, that in the case of any good faith allegation of fraud perpetrated by the Company or Merger Sub)its representatives in connection with the Transactions or negotiations relating to the Transactions, the Representative hereby agrees to waive the attorney client privilege with respect to any action taken attorney client communications received or omitted sent by any of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ that would reflect Knowledge of the Company or information Known to the Company relating to such allegation. The Representative will cause all Communications stored on the Company’s servers prior to the Closing to be taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subpreserved. (e) The Representative shall receive reimbursement from(i) reasonably inform each Indemnifying Securityholder of all material actions taken in its capacity as the Representative with respect to all material matters arising under or with respect to this Agreement, (ii) not take any action in its capacity as the Representative that materially adversely affects the rights or obligations of any Indemnifying Securityholder in any manner materially different from the other Indemnifying Securityholders without the prior written consent of such Indemnifying Securityholder, and be indemnified from(iii) shall not take any action in its capacity as the Representative (to the extent the Representative has any authority to do so) to amend, waive or otherwise modify any provision of the Joinder Agreement with the Insight Unitholders and Accel Unitholders, the last sentence of Section 1.5(a) or Section 1.4(h) without the prior written consent of the Indemnifying Securityholder(s) party thereto or effected thereby, as the case may be. (f) By its signature to this Agreement, the initial Representative Escrow Accounthereby accepts the appointment contained in this Agreement, for any as confirmed and all expensesextended by this Agreement, charges and liabilities, including reasonable attorneys’ fees, incurred by agrees to act as the Representative in and to discharge the performance or discharge duties and responsibilities of its duties the Representative pursuant to the terms of this Section 11.13 (the “Representative Expenses”)Agreement.

Representative. (a) The Company agrees that GS Capital Partners VI, L.P. Person designated by the Stockholders to act as Representative shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representativeRepresentative. (b) The Representative is hereby 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 of the transactions contemplated in by this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder(y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligenceStockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or OptionholderStockholder. (d) The Representative shall not be liable to any Stockholder, Optionholder Stockholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow AccountAccount and the Indemnity Escrow Account (to the extent any funds are released therefrom pursuant to Section 3.4(b) for payment of the Per Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIFor purposes of this Agreement, L.P. the Escrowed Holders, by virtue of the approval of the Mergers and this Agreement and without any further action on the part of any such Escrowed Holder or the Company, shall be deemed to have consented to the appointment of the Representative, as the exclusive agent and attorney-in-fact for each of under this Agreement, the Stockholders Paying Agent Agreement, and the Optionholders Escrow Agreement for and on behalf of each such Escrowed Holder and the taking by Representative of any and all actions and the making of any decisions required or permitted to act as be taken by the Representative under and subject to the terms, conditions and limitations, of this Agreement, the Paying Agent Agreement, and the Escrow Agreement, including the exercise of the power to (a) prepare, execute and deliver this Agreement and the Transaction Documents to which it is a party, any document, certificate or other agreements contemplated hereby instrument required to be delivered by or on behalf of the Escrowed Holders and any amendments hereto and thereto, (b) authorize delivery to Parent and the Surviving Company of the Escrow Fund or any 99 portion thereof, in accordance satisfaction of Indemnification Claims, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims and to pursue remedies and Legal Proceedings in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Net Aggregate Consideration and any portion thereof, including, the Escrow Fund and the Representative Expense Amount, (f) to give and receive notices and communications hereunder, and (g) take all actions necessary in the judgment of Representative for the accomplishment of the foregoing (including engaging counsel, accountants or other advisors in connection with the foregoing matters) and all of the other terms, conditions and limitations of this Agreement, the Paying Agent Agreement, and the Escrow Agreement or that are specifically mandated by the terms of this Section 11.13Agreement. In Notwithstanding the event foregoing, the Representative shall have no obligation to act on behalf of the resignationEscrowed Holders, death or incapacity of the Representativeexcept as expressly provided herein, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Paying Agent Agreement), certificatesand for purposes of clarity, receipts, consents, elections, instructions and other documents contemplated by, or deemed by there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. The powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) are coupled with an interest and shall be necessary irrevocable and survive the death, incompetence, bankruptcy or desirable liquidation of any Escrowed Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Escrowed Holder of the whole or any fraction of his, her or its interest in the Escrow Fund. The Escrowed Holders and their successors will be bound by all actions taken by Representative in connection with, with this Agreement, the other agreements contemplated hereby Escrow Agreement, and the transactions contemplated herein Paying Agent Agreement as if expressly confirmed and ratified in writing by the Escrowed Holders, all defenses which may be available to any Escrowed Holder to contest, negate or therein. disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement, or the Paying Agent Agreement are waived, and Parent and Merger Sub the Surviving Company shall be entitled to rely on such appointment and to treat any action or decision of Representative.. Neither the Representative as nor its members, managers, directors, officers, contractors, agents and employees (collectively, the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the “Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger SubGroup”), will incur liability with respect to any action taken or omitted suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be taken genuine and to have been signed by the Representative in its role as Representative under proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction in connection with the acceptance or administration of the Representative’s responsibilities hereunder, under the Escrow Agreement or the Paying Agent Agreement, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement, unless such action the Escrow Agreement or omission results from or arises out of willful misconduct or gross negligence the Paying Agent Agreement, Representative may: (i) rely on the part advice of the Representativecounsel, and the Representative shall will not be liable to the Escrowed Holders for anything done, omitted or suffered in good faith by Representative based on such advice, (ii) rely upon the Allocation Schedule, (iii) rely upon any Stockholder signature believed by it to be genuine, and (iv) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Escrowed Holder or Optionholder in the event thatother party. The Escrowed Holders shall, in the exercise of his or its reasonable judgmentseverally and not jointly, based on their Indemnity Pro Rata Share, indemnify, defend and hold harmless the Representative believes there will not be adequate resources available to cover potential costs Group and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, its successors and be indemnified from, the Representative Escrow Account, for assigns from and against any and all expensessuits, charges and actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs, judgments, amounts paid in settlement and expenses (including reasonable attorneys’ feesfees and court costs and fees and expenses of counsel and experts and in connection with seeking recovery from insurers, incurred by the Representative in the performance or discharge and all expenses of its duties pursuant to this Section 11.13 document location, duplication and shipment) (the “Representative Expenses”).collectively,

Representative. (a) The Company agrees that GS Capital Partners VIEquityholders hereby appoint the Representative as the representative, L.P. shall be the agent and attorney-in-fact for each and agent of the Stockholders Company Equityholders in connection with the sale of the Company Shares and the Optionholders other transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to act do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; (ii) act for the Company Equityholders to transact matters of arbitration or litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the sale of the Company Shares and the consummation of the other transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representativeEscrow Agreement. (b) The Representative is hereby authorized All decisions 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled binding upon all Company Equityholders, and no Company Equityholder shall have the right to rely on such appointment and to treat object, dissent, protest or otherwise contest the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreementsame. (c) At the Closing, the Buyer shall pay the Representative Expense Amount to the Representative, which Representative Expense Amount shall be maintained by the Representative in a segregated account. The appointment Representative shall be reimbursed by the Company Equityholders (and not by the Buyer or the Company) for reasonable out-of-pocket expenses incurred in the performance of its duties (including the reasonable fees and expenses of counsel) under this Agreement from the Representative Fund and, if such fund is insufficient to pay such expenses, from the first proceeds from the Escrow Fund or Net Milestone Payments otherwise available for distribution to the Company Equityholders. Upon the determination of the Representative is an agency coupled with an interest and is irrevocable and any action taken by that the Representative pursuant Fund is no longer necessary in connection with any claim for indemnification under Article VII or any dispute regarding Milestone Payments, the Representative shall distribute to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions Company Equityholders (solely out of the Representative constituting willful misconduct or gross negligenceFund) the Representative Account Payment. The death or incapacityRepresentative shall hold, or dissolution or other termination invest, reinvest and disburse the Representative Fund in trust for all of existencethe Company Equityholders, of any Stockholder or Optionholder and the Representative Fund shall not terminate the authority and agency of the Representative. Parent, Merger Sub and be used for any other party purpose and shall not be available to the Buyer to satisfy any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholderclaims hereunder. (d) The Representative shall treat confidentially and not be liable use other than in the performance of its duties as the Representative and not disclose any information disclosed to it pursuant to this Agreement to anyone except as required by Law, provided that (i) the Representative may disclose to legal counsel and other advisors under an obligation of confidentiality and non-use in such advisor’s capacity as such (for the purpose of advising the Representative and the Company Equityholders on any Stockholderinformation disclosed to the Representative pursuant to this Agreement), Optionholder (ii) the Representative (or legal counsel or other advisor to whom information is disclosed pursuant to clause (i) above) may disclose in any Legal Proceeding relating to this Agreement or the transactions contemplated hereby (or, in either case, discussion in preparation therefor) any information disclosed to the Representative pursuant to this Agreement and (iii) the Representative may disclose to its professional advisers and any member of its board (but not to any other Person Person, including any investor in any of the foregoing Persons) any information disclosed to the Representative, subject to the Persons to whom the disclosure is to be made agreeing with the Buyer in writing to restrictions on the disclosure and use of such information consistent with the restrictions to which the Representative is subject pursuant to this Section 1.7(d). (other than Parent e) The Company Equityholders may from time to time appoint another person to act as their representative, provided that such appointment shall not take effect until it has been notified to the Buyer in writing signed by or Merger Subon behalf of holders of Company Securities who held, as of immediately prior to the Closing, a majority (by voting power) of the then outstanding Company Securities) (the “Required Sellers”), with respect and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement. Upon any action taken replacement of the Representative, the Representative being replaced shall transfer to the new Representative the balance of any unexpended Representative Expense Amount. (f) Each Company Equityholder agrees that: (i) the Buyer shall be entitled to rely conclusively on the instructions and decisions of the Representative as to the determination of the Final Closing Adjustment and the Adjusted Purchase Price, the settlement of any disputes or omitted claims under this Agreement and the Escrow Agreement, or any other actions required or permitted to be taken by the Representative hereunder, and no party hereunder shall have any cause of action against the Buyer for any action taken by the Buyer in its role as Representative under reliance upon the instructions or decisions of the Representative; (ii) the provisions of this Section 1.7 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Equityholder may have in connection with the sale of the Company Shares and the other transactions contemplated by this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part ; (iii) remedies available at Law for any breach of the Representativeprovisions of this Section 1.7 are inadequate; therefore, the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if the Buyer brings an action to enforce the provisions of this Section 1.7; and (iv) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Company Equityholder, and any references in this Agreement to a Company Equityholder shall mean and include the Representative shall not be liable successors to any Stockholder or Optionholder in the event thatrights of each applicable Company Equityholder hereunder, in the exercise of his or its reasonable judgmentwhether pursuant to testamentary disposition, the Representative believes there will not be adequate resources available to cover potential costs Laws of descent and expenses to contest a claim made by Parent distribution or Merger Subotherwise. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIBy executing this Agreement, L.P. shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders TRA Parties shall be deemed to act as have irrevocably appointed the Representative under this Agreement as its agent and the other agreements contemplated hereby attorney in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (fact with full power of substitution in to act from and after the premises) in connection with date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters as are reasonably necessary for the consummation of the transactions contemplated in under this Agreement and the other agreements contemplated hereby Agreement, including: (i) execution of the documents and certificates required pursuant to receive all payments owing this Agreement; (ii) except to the Stockholders or the Optionholders under extent provided in this Agreement, (ii) receipt and forwarding of notices and communications pursuant to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, Agreement; (iii) to act as the representative administration of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, provisions of this Agreement; (iv) to negotiate any and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, electionswaivers, instructions and other documents contemplated by, amendments or modifications deemed by the Representative to be necessary or desirable appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection with, this Agreement, therewith; (v) taking actions the Representative is authorized to take pursuant to the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement; (vi) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment executing, on behalf of the Representative is an agency coupled with an interest and is irrevocable and such TRA Parties, any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholdersettlement agreement, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution release or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 such dispute or omitted to be taken by the Representative in its role as Representative under remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this AgreementAgreement and paying any fees related thereto on behalf of such TRA Parties, unless subject to reimbursement by such action or omission results from or arises out of willful misconduct or gross negligence on TRA Parties. The Representative may resign upon 30 days’ written notice to PubCo, provided that the part of Representative has found a replacement to become the Representative, and the Representative shall not be liable which is acceptable to any Stockholder or Optionholder PubCo in the event that, in the exercise of his or its reasonable judgmentdiscretion. If PubCo determines in its reasonable discretion that such replacement is not acceptable, PubCo shall identify a replacement to become the Representative, which is acceptable to the resigning Representative in its reasonable discretion. If the resigning Representative determines in its reasonable discretion that the replacement identified by PubCo is not acceptable, the resigning Representative believes there will not be adequate resources available and PubCo shall cooperate in good faith to cover potential costs and expenses identify a replacement acceptable to contest a claim made by Parent or Merger Subeach such party. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. The Funds are not partners or co-venturers, and all obligations of each Fund under this Agreement are several. No Fund shall be responsible for or in any way liable for the acts or omissions, representations or agreements of, or shall be authorized to act for, any other Fund. In its capacity, the Agent is a “representative” of the Funds within the meaning of the term “secured party” as defined in the UCC. Each Fund authorizes the Agent to enter into each of the Collateral Documents and the Intercreditor Agreement to which it is a party and to take all actions contemplated by such documents. Each Fund agrees that no Fund shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Funds upon the terms of the Collateral Documents at the direction of the Majority Funds. If Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Funds any Fund Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of or for the benefit of the Agent, on behalf of Funds. The Funds hereby irrevocably authorize the Agent, to release any Liens granted to or for the benefit of the Agent by the Obligors or any of their Subsidiaries on any Collateral: (a) The Company agrees that GS Capital Partners VI, L.P. shall be the agent and attorney-in-fact for each upon payment in full of the Stockholders Obligations (other than contingent obligations not due and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative.payable); or (b) The Representative that is hereby authorized and empowered to act for, and on behalf of, any sold 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions sold concurrently as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact part of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as Representative under or in connection with this Agreementany sale permitted under the Fund Documents. Any such release shall not in any manner discharge, unless such action affect, or omission results from impair the Obligations or arises out any Liens (other than those expressly being released) upon (or obligations of willful misconduct or gross negligence on the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of the Representative, and Collateral. Upon request by the Representative shall not be liable to Agent at any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgmenttime, the Representative believes there Majority Funds will not be adequate resources available confirm in writing the Agent’s authority to cover potential costs and expenses to contest a claim made by Parent release particular types or Merger Subitems of Collateral pursuant hereto. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIVI Fund, L.P. shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.1311.12. In the event of the resignation, death or incapacity of the Representative, a successor representative Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representativeRepresentative. (b) The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: , without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or OptionholderOptionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representative. (d) The 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubSub against the Stockholders or Optionholders. (e) The Representative shall receive reimbursement from, and be indemnified from, entitled to use the funds constituting the Representative Escrow AccountExpense Amount, for any and all expenses, charges and liabilities, including including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 11.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that the Representative shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders with full power and authority to act as Representative under and in accordance with the terms of this Agreement.

Representative. ▇▇▇ ▇▇▇▇▇ (athe "Representative") The Company agrees that GS Capital Partners VI, L.P. shall be the agent and attorney-in-fact for is designated by each of the Stockholders and the Optionholders Seller to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act serve as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made such Seller with respect thereto, (v) to take such further actions as are authorized the matters expressly set forth in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed to be performed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby Representative. Buyer and the transactions contemplated herein or therein. Parent and Merger Sub each of its Affiliates shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 Representative, on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from Seller as fully as if such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligenceSeller had taken such Authorized Action. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as 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 Buyer agrees that the Representative, as the Representative, shall have no liability to Buyer for any Authorized Action, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud. Sellers shall jointly and severally indemnify and hold harmless the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and against all expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ ' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the performance Representative is made a party by reason of the fact he is or discharge of its duties was acting as the Representative pursuant to the terms of this Section 11.13 Agreement. If the Representative resigns or is otherwise unable or unwilling to serve in such capacity, then ▇▇▇▇▇'▇ board of directors will appoint a new Person to serve as the Representative and will provide prompt written notice thereof to Buyer. Until such notice is received, Buyer will be entitled to rely on the actions and statements of the previous Representative. Representative shall have no liability to any Seller (the “or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative Expenses”)in good faith.

Representative. (a) The By their execution of the Letter of Transmittal and/or Option Surrender Agreement, approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, the Company agrees that GS Capital Partners VIEquityholders hereby appoint the Representative as the representative, L.P. shall be the agent and attorney-in-fact for each and agent of the Stockholders and Company Equityholders in connection with the Optionholders to act as the Representative under transactions contemplated by this Agreement and the other agreements contemplated hereby Escrow Agreement and in accordance with any litigation or arbitration involving this Agreement and/or the terms of this Section 11.13Escrow Agreement. In connection therewith, the event Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; including, employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Representative, in its sole discretion, deems necessary or advisable in the performance of the resignation, death or incapacity duties of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative.; (bii) The act for the Company Equityholders to transact matters of litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative is hereby authorized and empowered to act for, and on behalf of, any deems necessary or all of the Stockholders and the Optionholders (with full power of substitution in the premises) appropriate in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the other agreements contemplated hereby including: Escrow Agreement. (ib) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders All decisions and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled binding upon all Company Equityholders, and no Company Equityholder shall have the right to rely on such appointment and to treat object, dissent, protest or otherwise contest the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreementsame. (c) Subject to the terms and conditions of this Agreement, upon the Closing, the Buyer shall wire to the Representative the Representative Expense Amount pursuant to wire instructions provided to the Buyer, which shall be held by the Representative as agent in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Representative for, any expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The appointment Representative will hold these funds separate from its corporate funds. The Company Equityholders shall not receive interest or other earnings on amounts in the Representative Expense Amount and the Company Equityholders 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 Expense Amount. The Company Equityholders acknowledge that 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 is an agency coupled with an interest Expense Amount other than as a result of its gross negligence or willful misconduct. As soon as practicable following the later of (i) the final release of the final Net Milestone Payment or (ii) the final resolution of any claims made under this Agreement, the Representative shall distribute the Representative Account Payment (if any) to the Buyer and/or its paying agent for distribution to the Company Equityholders. For tax purposes, the Representative Expense Amount shall be treated as having been received and is irrevocable and any action taken voluntarily set aside by the Representative pursuant to Company Equityholders at the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action time of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligenceClosing. The death Representative is not acting as a withholding agent or incapacity, or dissolution or other termination of existence, of in any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement similar capacity in dealing connection with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or OptionholderExpense Amount. (d) The 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIIn order to efficiently administer the transactions contemplated hereby, L.P. shall be including (i) the agent and attorney-in-fact for each determination of the Stockholders Net Asset Value and Adjusted Base Purchase Price and (ii) 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 or Article VIII hereof, the Company Stockholders, by the approval of the Merger and adoption of this Agreement, the holders of Options or Warrants by executing amendments to such Options or Warrants, as applicable, pursuant to Section 1.11(f) hereof, the Principal Stockholders, by their execution of the Stockholder Agreement, and the Optionholders Management Participants, by their execution of the Management Participant Agreement, shall each be deemed to act as have designated the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor as their representative. (b) The Representative is hereby authorized Company Stockholders, by the approval of the Merger and empowered to act foradoption of this Agreement, and on behalf ofthe holders of Options or Warrants by executing amendments to such Options or Warrants, any or all of as applicable, pursuant to Section 1.11(f) hereof, shall each be deemed to have authorized 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: Representative (i) to receive make all payments owing decisions relating to the Stockholders or determination of the Optionholders under this AgreementNet Asset Value and the Adjusted Base Purchase Price, (ii) to take all action necessary in connection with the extent within defense and/or settlement of any claims for which the power of Company Stockholders may be required to indemnify the Stockholders and Optionholders Buyer and/or the Surviving Corporation pursuant to do soArticle VI or Article VIII hereof, (iii) after the Effective Time, to terminategive and receive all notices required to be given under the Agreement, amend, waive and (iv) to take any provision of, and all additional action as is contemplated or abandon, permitted by this Agreement or the Indemnification Escrow Agreement to be taken by or on behalf of the Equity Holders. (c) The Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Net Asset Value and the Adjusted Base Purchase Price, the settlement of any claims for indemnification by the Buyer and/or the Surviving Corporation pursuant to Article VI or Article VIII hereof or any other agreements actions required or contemplated herebyor permitted to be taken by the Representative hereunder, 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. (iiid) The Representative will have the right to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereofEquity Holders, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments act on behalf of the Equity Holders and to take any and all actions required or permitted to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed taken by the Representative to be necessary or desirable in connection with, under this Agreement, the other agreements contemplated hereby with respect to any claims (including payment thereof) made pursuant to Section 6.1 and the transactions contemplated herein or therein. Parent and Merger Sub shall with respect to any actions to be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 terms of the Escrow Agreement. 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 Asset Value and the Adjusted Base Purchase Price 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 or Article VIII hereof, shall be effective binding upon all of the Equity Holders, and absolutely binding on each Stockholder no Equity Holder shall have the right to object, dissent, protest or otherwise contest the same. (e) The Representative (or any of the directors, officers, agents, employees or Affiliates thereof) shall incur no liability to the Equity Holders with respect to any action taken or suffered by the Representative in reliance upon any notice, direction, instruction, consent, statement, or other document believed by the Representative to be genuinely and Optionholder notwithstanding duly authorized, nor for any contrary other action or inaction with respect to distributions of the Indemnification Escrow Shares, any defense or direction from such Stockholder settlement of any claims, and the making of payments with respect thereto, nor with respect to voting or Optionholderfailing to vote the Indemnification Escrow Shares, except for actions or omissions of to the Representative constituting extent resulting from the Representative's own willful misconduct or gross negligence. The death or incapacityRepresentative may, in all questions arising under this Agreement, rely on the advice of counsel, and for anything done, omitted, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated suffered in good faith by this Agreement in dealing with the Representative may conclusively and absolutely relyin reliance on such advice, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The Representative shall not be liable to any Stockholderthe Equity Holders. (f) In the event that the Representative dies or becomes unable to perform his, Optionholder her or its responsibilities as the Representative or resigns from such position, Trinity Ventures shall appoint a new Representative, and if within 30 days of such death, inability to any other Person perform his, her or its responsibilities or resignation of the Representative, Trinity Ventures fails to appoint a new Representative, the Equity Holders receiving an aggregate of greater than 50% of the Adjusted Merger Consideration shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement. (other than Parent or Merger Sub), g) The Buyer and the Surviving Corporation shall be entitled to rely conclusively on a certificate from the Representative with respect to any action taken or omitted to be taken by the Representative in its role as 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 Representative, and no party shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon such a certificate from the Representative. (h) The Company Stockholders, by the approval of the Merger and adoption of this Agreement, and the holders of Options or Warrants by executing amendments to such Options or Warrants, as applicable, pursuant to Section (a) hereof, shall each be deemed to (i) agree and authorize the Escrow Agent to withhold from the Indemnification Escrow Shares, if any, otherwise payable to the Equity Holders under the terms of the Indemnification Escrow Agreement a number of shares having a value (using a price of $12.50 per share) equal to the reasonable costs and expenses (including reasonable professional fees) incurred by, or reasonably anticipated by the Representative shall not to be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgmentincurred by, the Representative believes there will in connection with the representation of the Equity Holders in any proceeding arising out of this Agreement (including all matters concerning claims for indemnification under Article VI or Article VIII of this Agreement) or the transactions or agreements related hereto (the "Representative Fees"); (ii) agree and authorize the Representative to withhold Buyer Common Shares (valued at $12.50 per share) evidencing the Representative Fees from any shares otherwise issuable to the Equity Holders pursuant to Section 1.12 hereof (to the extent such fees are not be adequate resources available withheld from the Escrow Shares); and (iii) agree to cover potential costs and expenses to contest a claim made by Parent or Merger Subreimburse the Representative for the Representative Fees. (ei) The Representative provisions of this Section 1.14 are independent and severable, are irrevocable and coupled with an interest and shall receive reimbursement frombe enforceable notwithstanding any rights or remedies that any Equity Holder may have in connection with the transactions contemplated by this Agreement. Remedies available at law for any breach of the provisions of this Section 1.14 are inadequate; therefore, the Buyer and the Surviving Corporation shall 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 1.14. The provisions of this Section 1.14 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Equity Holder, and be indemnified fromany references in this Agreement to a Equity Holder or the Equity Holders shall mean and include the successors to the Equity Holder's rights hereunder, whether pursuant to testamentary disposition, the Representative Escrow Account, for any laws of descent and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance distribution or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”)otherwise.

Representative. By executing this Joinder, Permitted Transferee shall be deemed to have irrevocably appointed Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such Permitted Transferee which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (a) The Company agrees that GS Capital Partners VI, L.P. shall be the agent and attorney-in-fact for each execution of the Stockholders documents and certificates required pursuant to this Agreement; (b) except to the Optionholders extent provided in this Agreement, receipt and forwarding of notices and communications pursuant to act as this Agreement; (c) administration of the provisions of this Agreement; (d) any and all consents, waivers, amendments or modifications deemed by Representative to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (e) taking actions Representative is authorized to take pursuant to the other agreements contemplated hereby in accordance with the terms provisions of this Section 11.13. In the event Agreement; (f) negotiating and compromising, on behalf of the resignationPermitted Transferee, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act forany dispute that may arise under, and on behalf ofexercising or refraining from exercising any remedies available under, 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreementexecuting, (ii) to the extent within the power on behalf of the Stockholders and Optionholders to do soPermitted Transferee, to terminateany settlement agreement, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution release or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 such dispute or omitted to be taken by the Representative in its role as Representative under remedy; and (g) engaging attorneys, accountants, agents or consultants on behalf of Permitted Transferee in connection with this AgreementAgreement and paying any fees related thereto on behalf of Permitted Transferee, unless such action or omission results from or arises out of willful misconduct or gross negligence on subject to reimbursement by Permitted Transferee. Representative may resign upon thirty (30) days’ written notice to the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubCorporate Taxpayer. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Effective upon the receipt by the Company agrees that GS Capital Partners VIof the Requisite Stockholder Approval, L.P. shall be by the approval of this Agreement, each Stockholder hereby irrevocably constitutes and appoints the Representative as the true and lawful agent and attorney-in-fact of the Stockholders, for each and on behalf of the Stockholders, with full power of substitution and authority to act in the name, place and stead of the Stockholders with respect to the Merger and the Optionholders transactions contemplated by this Agreement, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to give and receive notices and communications on behalf of the Stockholders, and to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement Agreement, including amounts required to pay the fees and the other agreements contemplated hereby expenses of professionals incurred in accordance connection with the terms transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Section 11.13. In Agreement as fully and completely as the event Stockholders could do if personally present, and (v) receive service of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument process in writing signed by Parent and such successor representativeconnection with any claims under this Agreement. (b) The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency shall be deemed coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective irrevocable, and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub Buyer and any other party to any document contemplated by this Agreement in dealing with the Representative Person may conclusively and absolutely rely, without inquiry, upon any act action of the Representative in all matters referred to herein. The Stockholders hereby confirm all that the Representative shall do or cause to be done by virtue of his appointment as the Representative. The Representative shall act for all Stockholders on all of the Stockholder or Optionholder. (d) The matters set forth in this Agreement in the manner the Representative believes to be in the best interest of the Stockholders and consistent with the obligations under this Agreement, but the Representative shall not be liable responsible to the Stockholders for any losses or damages the Stockholders may suffer by the performance of his duties under this Agreement (or any failure to perform such duties) and the Stockholders shall fully indemnify, on a joint and several basis, the Representative from and against any such losses or damages, other than any such losses or damages arising from his willful violation of any applicable Law or gross negligence in the performance of his duties as the Representative under this Agreement, including reasonable legal fees and other costs and expenses of defending against any claim arising out of such duties. Such indemnification obligation may be satisfied by the Stockholders from any amount to be actually distributed to the Stockholders in accordance with the Escrow Agreement and the Exchange Agent Agreement (it being understood that the Representative shall be only entitled to a portion of any such amount to be distributed to the Stockholders and that the Representative’s right to any Stockholderportion of such amount pursuant to this clause shall be subject to the prior right of Indemnified Parties to make claims for Damages). (c) The Representative is not entitled to amend this Agreement or take any actions on behalf of the Stockholders prior to the receipt by the Company of the Requisite Stockholder Approval. The Representative may, Optionholder in all questions arising hereunder, rely on the advice of counsel and other professionals, and for anything done, omitted or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken suffered in good faith by the Representative in its role as Representative under or in connection with this Agreementbased on such advice, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder anyone. Notwithstanding anything to the contrary contained in the event that, in the exercise of his or its reasonable judgmentthis Agreement, the Representative believes there will not be adequate resources available to cover potential costs shall have no duties or responsibilities except those expressly set forth herein, and expenses to contest a claim made by Parent no implied covenants, functions, responsibilities, duties, obligations or Merger Subliabilities on behalf of any Stockholder shall otherwise exist against the Representative. (ed) The If the Representative shall receive reimbursement fromdie, and become disabled or otherwise be indemnified fromunable or unwilling to fulfill his responsibilities as agent of the Stockholders, then a majority in interest of the Stockholders (based on the percentage of the Escrow Deposit to which they are entitled) shall appoint a successor agent for the Stockholders. The Person serving as the Representative may be replaced from time to time by the holders of a majority in interest of the Stockholders (based on the percentage of the Escrow Deposit to which they are entitled). In either case, the successor Representative Escrow Account, shall promptly notify the Buyer of the identity of such successor Representative. Any such successor shall become the “Representative” for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, purposes of this Agreement. All expenses incurred by the Representative in connection with the performance or discharge of its his duties pursuant as Representative shall be borne and paid exclusively by the Stockholders. All of the indemnities, immunities and powers granted to the Representative under this Section 11.13 (Agreement shall survive the “Representative Expenses”)termination of this Agreement. The parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer COMPANY: By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ The parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

Representative. The Funds are not partners or co-venturers, and all obligations of each Fund under this Agreement are several. No Fund shall be responsible for or in any way liable for the acts or omissions, representations or agreements of, or shall be authorized to act for, any other Fund. In its capacity, the Agent is a “representative” of the Funds within the meaning of the term “secured party” as defined in the UCC. Each Fund authorizes the Agent to enter into each of the Collateral Documents to which it is a party and to take all actions contemplated by such documents. Each Fund agrees that no Fund shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Funds upon the terms of the Collateral Documents at the direction of the Majority Funds. If Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Funds any Fund Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of or for the benefit of the Agent, on behalf of Funds. The Funds hereby irrevocably authorize the Agent, to release any Liens granted to or for the benefit of the Agent by the Obligors or any of their Subsidiaries on any Collateral: (a) The Company agrees that GS Capital Partners VI, L.P. shall be the agent and attorney-in-fact for each upon payment in full of the Stockholders Secured Obligations (other than contingent obligations not due and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative.payable); or (b) The Representative that is hereby authorized and empowered to act for, and on behalf of, any sold 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions sold concurrently as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact part of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as Representative under or in connection with this Agreementany sale permitted under the Fund Documents. Any such release shall not in any manner discharge, unless such action affect, or omission results from impair the Secured Obligations or arises out any Liens (other than those expressly being released) upon (or obligations of willful misconduct or gross negligence on the Obligors in respect of) all interests retained by the Obligors, including the proceeds of any sale, all of which shall continue to constitute part of the Representative, and Collateral. Upon request by the Representative shall not be liable to Agent at any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgmenttime, the Representative believes there Majority Funds will not be adequate resources available confirm in writing the Agent’s authority to cover potential costs and expenses to contest a claim made by Parent release particular types or Merger Subitems of Collateral pursuant hereto. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Effective upon and by virtue of the Required Stockholder Approval and his, her or its acceptance of the consideration payable under the terms and conditions of this Agreement, and without any further act of any of the Company agrees that GS Capital Partners VISecurityholders, L.P. shall be each Company Securityholder hereby appoints the agent and Representative as his, her or its attorney-in-fact and agent for each and on behalf of the Stockholders such Company Securityholder for purposes of this Agreement and the Optionholders any other agreements and documents executed or delivered in connection with this Agreement. The Representative shall take such actions to act as be taken by the Representative under this Agreement and the any other agreements and documents executed or delivered in connection with this Agreement and such other actions on behalf of such Company Securityholder as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby in accordance with or thereby, including, without limitation, (i) accepting service of process on the terms of Company Securityholders, (ii) executing and delivering this Section 11.13. In the event of the resignationAgreement, death and any other ancillary documents and negotiating and executing such amendments, modifications, waivers or incapacity of changes thereto as to which the Representative, a successor representative reasonably satisfactory in its sole discretion, shall have consented (provided that any waiver or amendment that shall adversely and disproportionately affect the rights or obligations of any Company Securityholder as compared to Parent other Company Securityholders shall thereafter be appointed by an instrument in writing signed by Parent and require the prior written consent of such successor representative. Company Securityholder), (biii) The Representative is hereby authorized and empowered to act for, and receiving or providing notices on behalf of, any or all of the Stockholders Company Securityholders with respect to any matter or Actions arising out of or relating to this Agreement, or the transactions contemplated hereby, (iv) taking all actions and the Optionholders (making all filings on behalf of such Company Securityholders with full power of substitution in the premises) in connection with such matters as are reasonably any Governmental Authority or other Person necessary for to effect the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under by this Agreement, (iiv) to the extent within the power of the Stockholders agreeing to, negotiating, entering into settlements and Optionholders to do so, to terminate, amend, waive any provision compromises of, or abandoncomplying with orders of courts with respect to, and otherwise administering and handling any claims under this Agreement or the other agreements contemplated herebyon behalf of such Company Securityholders, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do interpreting all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in terms of this Agreement); (vii) instituting, certificatesprosecuting and/or defending lawsuits; (viii) in connection with any of the foregoing actions, receiptsengaging and hiring accountants, consentsauditors, electionsappraisers, instructions legal counsel and other documents legal and financial experts as may be necessary and appropriate properly to discharge the Representative’s duties and obligations hereunder and (ix) 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, or deemed by the Representative to be necessary or desirable in connection with, terms of this Agreement, the other agreements contemplated . The Representative hereby and the transactions contemplated herein or thereinaccepts such appointment. Parent and Merger Sub shall be entitled to rely on such The appointment and to treat of the Representative as the duly appointed each Company Securityholder’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person to represent such Company Securityholder with regard to this 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 Stockholder and Optionholderof the Company Securityholders for any purpose provided for by this Agreement. Notices given Representative shall be bound by the same confidentiality restrictions binding Company pursuant to Section 5.7 provided, however, that the Representative shall use commercially reasonable efforts based on contact information available to the Representative in accordance to keep the Company Securityholders reasonably informed with the provisions respect to actions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in Representative under this Section 11.13 Agreement which actions have a material impact on the amounts payable to the Company Securityholders. Each Company Securityholder shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding promptly provide written notice to the Representative of any contrary action change of address of such Company Securityholder. (b) A decision, act, consent or direction from such Stockholder or Optionholder, except for actions or omissions instruction of the Representative constituting willful misconduct hereunder shall constitute a decision, act, consent or gross negligence. The death or incapacityinstruction of all Company Securityholders and shall be final, or dissolution or other termination of existencebinding and conclusive upon each such Company Securityholder, of any Stockholder or Optionholder shall not terminate and Parent and the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative Surviving Company may conclusively and absolutely rely, without inquiry, rely upon any act such decision, act, consent or instruction of the Representative as being the act decision, act, consent or instruction of each and every such Company Securityholder. Parent, the Surviving Company shall be relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder or OptionholderRepresentative. (dc) The Certain Company Securityholders 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 (such Company Securityholders, 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 not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), incur liability with respect to any action taken or omitted suffered by any Company Securityholder in reliance upon any notice, direction, instruction, consent, statement or other document believed by such Representative to be taken genuine and to have been signed by such Company Securityholder (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 in its role as Representative Group. In all questions arising under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence the Representative may rely on the part advice of the Representativeoutside counsel, and the Representative shall not be liable to any Stockholder Company Securityholder for anything done, omitted or Optionholder suffered in good faith by Representative based on such advice. No provision of this Agreement shall require the event that, Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of his any of its powers, rights, duties or its privileges under this Agreement on behalf of any Company Securityholders. (d) Each Company Securityholder shall severally, but not jointly (based on such Company Securityholder’s Distribution Allocation), 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 judgmentfees and expenses of any legal counsel or other advisors reasonably retained by the Representative. Notwithstanding the foregoing, the Representative believes there will not be adequate resources available to cover potential costs Representative’s standard hourly rates and all out-of-pocket fees and expenses incurred by the Representative in performing its duties shall be borne by the Company Securityholders paid in accordance with their respective Distribution Allocations of such fees and expenses out of any Earnout Payment otherwise distributable to contest a claim made by Parent or Merger Subthe Company Securityholders, and, thereafter, directly from the Company Securityholders, in accordance with their respective Distribution Allocations. (e) At any time Stockholders representing at least a majority of the equity securities of the Company outstanding immediately prior to the Effective Time 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 such Stockholders must be delivered to Parent 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. (f) 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 a majority of the equity securities of the Company outstanding immediately prior to the Effective Time 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 such Stockholders must be delivered to Parent. 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. (g) The immunities and rights to indemnification shall survive the resignation or removal of Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement. The Representative shall receive reimbursement frombe 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 Company Securityholder or other party. The grant of authority provided for herein (A) is coupled with an interest and shall be indemnified fromirrevocable and survive the death, incompetency, bankruptcy or liquidation of any Company Securityholder, (B) shall survive the delivery of an assignment by any Company Securityholder 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 Mergers. The provisions of this Section 8.1 shall be binding upon the executors, heirs, legal representatives, successors and assigns of each Company Securityholder, and any references in this Agreement to any Company Securityholder or the Company Securityholders shall mean and include the successors to such Company Securityholder’s rights hereunder, whether pursuant to testamentary disposition, the Representative Escrow Account, for any laws of descent and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance distribution or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”)otherwise.

Representative. (a) The In order to efficiently administer the obligations specified in this Agreement and efficiently represent the interests of the Company agrees that GS Capital Partners VISecurityholders with respect to all matters arising under this Agreement or the Escrow Agreement, L.P. shall be by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for each all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Stockholders Representative, (B) represent such Company Securityholder and the Optionholders such Company Securityholder’s successors with respect to act as the Representative all matters arising under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Escrow Agreement, (iiC) to the extent within the power receive all notices and service of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, process; and (viD) in general, general to do all things and to perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement)any agreements, certificates, receipts, consentsinstructions, elections, instructions and other documents notices or instruments contemplated by, by or deemed by the Representative to be necessary or desirable advisable in connection with, with this Agreement, the other agreements contemplated hereby and the transactions contemplated herein Escrow Agreement or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the duly appointed representative, agent and attorney-in-fact of each Stockholder Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and Optionholder. Notices given the Acquisition (and no act of such Company Securityholder), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in accordance with the provisions Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement shall constitute notice to the Stockholders and the Optionholders for Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all purposes payment obligations under this Agreement. (c) The appointment Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (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 Company Securityholder or other party. (d) Certain Company Securityholders have entered into an agency coupled engagement agreement with an interest the Representative to provide direction to the Representative in connection with its services under this Agreement and is irrevocable the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action taken or omission by the Representative in connection with the Representative’s services pursuant to the authority granted this Agreement, and any agreements ancillary hereto while acted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholdergood faith, except for actions or omissions of liability directly resulting from the Representative constituting Representative’s willful misconduct or gross negligence. The death or incapacity, or dissolution or By virtue of the approval of this Agreement and the Acquisition and no other termination of existence, act of any Stockholder or Optionholder shall Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not terminate jointly, by each Company Securityholder will indemnify, defend and hold harmless the authority and agency Representative Group (in the case of the Representative. ParentAdvisory Group, Merger Sub in their capacity as such) from and against any other party to any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document contemplated by this Agreement in dealing with the location, duplication and shipment) (collectively, “Representative may conclusively and absolutely rely, without inquiry, upon any act Losses”) arising out of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as Representative under or in connection with the Representative’s execution and performance of this AgreementAgreement and any agreements ancillary hereto, unless in each case as such action Representative Loss is suffered or omission results from incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or arises out of willful misconduct or gross negligence on the part of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be liable required to take any Stockholder action unless the Representative has been provided with funds, security or Optionholder in the event thatindemnities which, in its determination, are sufficient to protect the exercise of his Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. Notwithstanding anything in this Agreement to the contrary, any restrictions or its reasonable judgmentlimitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subthe termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall receive reimbursement frombe selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be indemnified the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow AccountAgreement. (g) After the Closing, for Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and all expenses, charges (y) the reasonable out-of-pocket expenses of Buyer and liabilities, including reasonable attorneys’ fees, its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative in (on behalf of the performance Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or discharge of its duties reimbursing the Representative for any third party expenses incurred pursuant to this Section 11.13 Agreement and the Related Agreements, or (ii) as otherwise determined by the “Advisory Group. The Representative Expenses”)is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) The By virtue of the Company agrees that GS Capital Partners VIRequired Stockholder Consent, L.P. this Agreement and the transactions contemplated hereby by the Company Stockholders, each of the Company Stockholders shall be deemed to have agreed to appoint H▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Representative”) as its agent and attorney-in-fact for each of the Stockholders and the Optionholders to act fact, as the Representative under for and on behalf of the Company Stockholders to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by such Indemnified Party pursuant to Section 7.2(a), to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Stockholder or by any such Company Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Stockholder, in each case relating to this Agreement, the Escrow Agreement and or the other agreements transactions contemplated hereby or thereby, and to take all other actions that are either (i) necessary or appropriate in accordance with the judgment of the Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Section 11.13Agreement or the Escrow Agreement. In the event The identity of the resignationRepresentative may be changed by the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Purchaser; provided, death however, that the Representative may not be removed unless holders of at least two-thirds of the interest of the Escrow Fund agrees in writing to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Representative may be filled by the holders of a majority in interest of the Escrow Fund. Notices or incapacity communications to or from the Representative shall constitute notice to or from the Company Stockholders. A decision, act, consent or instruction of the Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 8.3 and Section 8.4 hereof, shall constitute a successor representative reasonably satisfactory decision of the Company Stockholders and shall be final, binding and conclusive upon the Company Stockholders; and each of the Escrow Agent and Purchaser may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of the Company Stockholders. Each of the Escrow Agent and Purchaser is hereby relieved from any liability to Parent shall thereafter be appointed any person for any acts done by an instrument them in writing signed by Parent and accordance with such successor representativedecision, act, consent or instruction of the Representative. (b) The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The Representative shall not be liable to for any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by hereunder as Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders shall indemnify the Representative in its role as and hold the Representative under harmless against any loss, liability or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs fees and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in connection with the performance of his duties under this Agreement or discharge of its duties pursuant to this Section 11.13 the Escrow Agreement (the “Representative Expenses”). Following the Expiration Date and the satisfaction of all claims made by Indemnified Parties for Losses, the Representative shall have the right to recover Representative Expenses from the Escrow Fund prior to any distribution to the Company Stockholders, and prior to any such distribution, shall deliver to Purchaser and the Escrow Agent a certificate setting forth the Representative Expenses actually incurred; provided, that, the Escrow Agent shall release up to One Hundred Thousand Dollars ($100,000) to the Representative from the Escrow Fund at any time, upon receipt of a certificate setting forth such Representative Expenses, to cover any Representative Expenses incurred by the Representative in connection with the performance of the Representative’s duties with respect to any Third Party Claim in accordance with Section 7.6.

Representative. (a) The Company agrees that GS Capital Partners VIBy the execution and delivery of this Agreement pursuant to Virginia Law, L.P. shall be the agent Shareholders hereby irrevocably appoint the Representative as the representative, agent, proxy, and attorney-in-attorney in fact for each of all the Stockholders Shareholders for all purposes under this Agreement including the full power and the Optionholders authority to act as on the Representative Shareholders ‘ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby 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) executed in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in herewith (including pursuant to Section 4); (ii) to negotiate disputes arising under, or relating to, this Agreement and the other agreements agreements, instruments, and documents contemplated hereby including: or executed in connection herewith (i) including pursuant to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, Section 4 hereof); (iii) to act as receive and disburse to the representative Shareholders any funds received on behalf of the Stockholders and the Optionholders to review and authorize all claims and disputes Shareholders under this Agreement or question the accuracy thereof, otherwise; (iv) to negotiate withhold any amounts received on behalf of the Shareholders to this Agreement or otherwise to satisfy any and compromise on all obligations or liabilities incurred by the Shareholders or the Representative in the performance of their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, duties hereunder; (v) to take such further actions as are authorized in execute and deliver any amendment or waiver to this Agreement and the other agreements agreements, instruments, and documents contemplated hereby, hereby or executed in connection herewith (without the prior approval of the Stockholders); and (vi) to take all other actions to be taken by or on behalf of the Shareholders in generalconnection with this Agreement (including pursuant to Section 4 hereof) and the other agreements, do all things instruments, and perform all actsdocuments contemplated hereby or executed in connection herewith. The Shareholders, including by executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificatesfurther agree that such agency and proxy are coupled with an interest, receiptsare therefore irrevocable without the consent of the Representative and shall survive the death, consentsincapacity, electionsbankruptcy, instructions dissolution or liquidation of any Shareholders. All decisions and other documents contemplated by, or deemed actions by the Representative shall be binding upon all of the Shareholders, and no Shareholders shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be necessary or desirable in connection with, determined solely by the express provisions of this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact The power of attorney granted by each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of pursuant to this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative Section 13.1 is an agency coupled with an interest and is irrevocable and shall not terminate or otherwise be affected by the death, disability, incompetence, bankruptcy or insolvency of any action taken Shareholders. (b) By the execution and delivery of this Agreement pursuant to Virginia Law, each Stockholder hereby severally, for itself only and not jointly, agrees to indemnify and hold harmless the Representative and his agents and other representatives against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts incurred by such Persons in connection with any action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the authority granted in terms of this Section 11.13 Agreement. (c) Neither the Representative nor any of his agents or other representatives shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding incur any contrary action liability to any Shareholders by virtue of the failure or direction from refusal of such Stockholder Persons for any reason to consummate the transactions contemplated hereby or Optionholderrelating to the performance of their duties hereunder, except for actions or omissions constituting intentional and knowing fraud. The Representative and his representatives shall have no liability in respect of any action, claim or proceeding brought against such Persons by any Shareholders, regardless of the Representative constituting willful misconduct legal theory under which such liability or gross negligence. The death obligation may be sought to be imposed, whether sounding in contract or incapacitytort, or dissolution whether at law or other termination of existencein equity, of or otherwise, if such Persons took or omitted taking any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement action in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholdergood faith. (d) The Representative A majority-in-interest of the Shareholders may, by written consent, appoint a new representative as the Representative, with the prior consent of Buyer, not to be unreasonably withheld; provided that the consent of Buyer shall not be liable required if the new Representative is to any Stockholder, Optionholder be an Affiliate of the prior Representative. Notice together with a copy of the written consent appointing such new representative and bearing the signatures of Shareholders of a majority-in-interest of those Shareholders must be delivered to Buyer not less than 10 days prior to such appointment. Such appointment will be effective upon the later of the date indicated in the consent or to any other Person the date such consent is received by Buyer. For the purposes of this paragraph (other than Parent or Merger Subd), with respect to any action taken or omitted to be taken by the Representative in its role as 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 a “majority-in-interest of the Representative, and the Representative Shareholders” shall not be liable to any Stockholder or Optionholder mean Shareholders representing in the event that, in aggregate over 50% of the exercise percentage interests of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubIndemnity Holdback Amount. (e) In the event that the Representative becomes unable or unwilling to continue in his or its capacity as Representative, or if the Representative resigns as the Representative, a majority-in-interest of the Shareholders 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 a majority-in-interest of the Shareholders must be delivered to Buyer. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Buyer. (f) The Representative shall receive reimbursement from, be entitled to recover from the Shareholders in accordance with their respective Allocation Percentage any fees and be indemnified fromexpenses that the Representative may incur in his capacity as such pursuant to this Agreement. In that regard, the Representative Escrow Accountshall be entitled to retain $200,000 of the Preliminary Merger Consideration (the “Expense Funds”) as a reserve against the payment of expenses incurred in his capacity as the Representative, for to be used by the Representative to pay any and all expenses, charges and liabilities, including reasonable attorneys’ fees, expenses incurred by the Representative in such capacity. Upon the performance or discharge of its duties pursuant date at which the Representative determines, in his sole discretion, that the Representative will not incur any additional expenses in his capacity as the Representative, then the Representative will distribute the remaining unused Expense Funds, if any, to this Section 11.13 (the “Representative Expenses”)Shareholders pro rata in proportion to their respective Allocation Percentages.

Representative. (a) The Company agrees that GS Capital Partners VIAt the Effective Time, L.P. shall Fortis Advisors LLC, a Delaware limited liability company, will be constituted and appointed as the Representative. Each Indemnitor, by virtue of its adoption of this Agreement or acceptance of the Merger Consideration payable to such Indemnitor, and without any further action of any of the Indemnitors or the Company, will be deemed to have appointed and constituted the Representative as his, her or its representative, exclusive agent and true and lawful attorney-in-fact for each of with the Stockholders powers and authority as set forth in this Agreement, the Optionholders to act as the Representative under this Escrow Agreement and the Representative Engagement Agreement. Without limiting the foregoing, the Representative will be the exclusive agent for and on behalf of the Indemnitors to (i) give and receive notices and communications to or from Parent (on behalf of itself or any other agreements contemplated hereby Indemnified Person) relating to this Agreement, the Escrow Agreement, the Representative Engagement Agreement or any of the other Transactions hereunder or thereunder; (ii) authorize the release (by providing joint written instructions to the Escrow Agent) to Parent or the Indemnitors of any amounts from the Indemnification Escrow Fund in accordance with the terms of this Agreement and the Escrow Agreement, including with respect to the Closing Balance Sheet and/or the Post-Closing Statement, and legally bind each Indemnitor to pay cash directly to Parent in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to the Closing Balance Sheet and/or the Post-Closing Statement or such claims in accordance with Section 11.13. In 7.7; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, the event Closing Balance Sheet and/or the Post-Closing Statement or such claims; (v) take all actions necessary or appropriate in the sole judgment of the resignationRepresentative in connection with the Representative’s obligations, death powers and authority hereunder, under the Escrow Agreement and under the Representative Engagement Agreement, in each case without having to seek or obtain the consent of any Person under any circumstance, and (vi) subject to Section 6.3, execute for and on behalf of each Indemnitor any amendment to this Agreement, the Escrow Agreement, the Representative Engagement Agreement or any exhibit, annex or schedule hereto or thereto (including for the purpose of amending addresses or sharing percentages). Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Indemnitors, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. This appointment of agency, this power of attorney and the immunities and rights to indemnification granted to the Representative Group hereunder: (A) are coupled with an interest and will be irrevocable and will not be terminated by any Indemnitor or by operation of Law, whether by the death, incompetence, bankruptcy, liquidation or incapacity of any Indemnitor or the Representativeoccurrence of any other event, a and shall be binding on any successor representative reasonably satisfactory to Parent such Indemnitor, and any action taken by the Representative will be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not any Indemnitor or the Representative will have received any notice thereof, and (B) shall thereafter be appointed by survive the delivery of an instrument assignment of the whole or any fraction of his, her or its interest in writing signed by Parent and such successor representativethe Indemnification Escrow Fund. (b) The Representative is hereby authorized will be the sole and empowered exclusive means of asserting or addressing any of the above, and no Indemnitor will have any right to act foron its own behalf with respect to any such matters, other than any claim or dispute against the Representative. Any notice or communication given or received by, and on behalf any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, any or all the Representative that is within the scope of the Stockholders Representative’s authority pursuant to Section 7.11(a) (a “Representative’s Decision”) will 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 Indemnitors and will be final, binding and conclusive upon each of them and such Indemnitor’s successors as if expressly confirmed and ratified in writing by such Indemnitor, and all defenses which may be available to any Indemnitor to contest, negate or disaffirm the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation action of the transactions contemplated Representative taken in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders good faith under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Escrow Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as Representative Engagement Agreement are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or thereinwaived. Parent and Merger Sub shall Each Indemnified Person will be entitled to rely on upon any Representative’s Decision 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 appointment Indemnitor. Each Indemnified Person is unconditionally and irrevocably relieved from any liability to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholderany Person for any acts done by them in accordance with any Representative’s Decision. Notices given A notice by Parent to the Representative in accordance with the provisions of this Agreement shall will constitute a notice to each of the Stockholders and the Optionholders for all purposes under this AgreementIndemnitors. (c) The appointment Representative may resign at any time upon 15 days written notice to the Advisory Group. The agency of the Representative is an agency coupled with an interest may be changed, and is irrevocable and any action taken the Person serving as the Representative may be replaced from time to time, by the Representative pursuant vote or consent of Indemnitors representing a majority of the Aggregate Escrow Funding Percentages of all Indemnitors upon not less than ten days’ prior written notice to Parent. A vacancy in the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions position of the Representative constituting willful misconduct may be filled by the vote or gross negligenceconsent of Indemnitors representing a majority of the Aggregate Escrow Funding Percentages of all Indemnitors. The death If the Representative resigns, refuses or incapacityis no longer capable of serving as the Representative hereunder, or dissolution or then the Indemnitors, other termination than the Representative, representing a majority of existencethe Aggregate Escrow Funding Percentages of all Indemnitors, other than the Representative, will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until the expiration of any Stockholder or Optionholder shall not terminate such 15-day written notice. In the authority and agency event of a vacancy in the position of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act or refusal or incapability of the Representative as to serve, which continues for more than 30 days, Parent may appoint a successor Representative who will thereafter be a successor Representative hereunder. If there is not a Representative at any time, any obligation to provide notice to the act Representative will be deemed satisfied if such notice is delivered to each of the Stockholder Indemnitors at their addresses last known to Parent, which will be the addresses set forth in the Closing Statement unless Representative provides notice to Parent of any different address in the manner described in Section 8.3. The immunities and rights to indemnification shall survive the resignation or Optionholderremoval of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement, the Escrow Agreement or the Representative Engagement Agreement. (d) The Certain Indemnitors have entered into an engagement agreement (the “Representative Engagement Agreement”) with the Representative to provide direction to the Representative in connection with its services under this Agreement, the Escrow Agreement and the Representative Engagement Agreement (such Indemnitors, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Representative Group”) shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to Indemnitor for any action taken or omitted failure to be taken by the Representative in its role as Representative under or act in connection with this the acceptance or administration of the Representative’s responsibilities hereunder, under the Escrow Agreement or under the Representative Engagement Agreement, unless and only to the extent such action or omission results failure to act constitutes gross negligence or willful misconduct. The Indemnitors shall indemnify, defend and hold harmless the Representative Group from and against any and all losses, claims, damages, liabilities, fees, costs, expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or arises out of amounts paid in settlement (collectively, the “Representative Expenses”) incurred without gross negligence or willful misconduct or gross negligence on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, under the Escrow Agreement or under the Representative Engagement Agreement. Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Indemnification Escrow Fund otherwise distributable to the Indemnitors at the time of distribution, and third, directly from the Indemnitors according to their respective Direct Indemnification Percentages. No bond will be required of the Representative. The Representative will also be entitled to advances against Representative Expenses from the Expense Fund, in the reasonable judgment and discretion of the Representative. The Representative is hereby authorized to withdraw all or any portion of the Expense Fund and to withhold, or cause to be withheld and paid to the Representative, and amounts that would otherwise be distributed to the Indemnitors, in each case to pay for any Representative Expenses. The Indemnitors acknowledge that the Representative shall not be liable required to expend or risk its own funds or otherwise incur any Stockholder or Optionholder in the event that, financial liability in the exercise or performance of his any of its powers, rights, duties or its reasonable judgmentprivileges or pursuant to this Agreement, the Escrow Agreement, the Representative believes there will Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Representative shall not be adequate resources available required to cover potential costs take any action unless the Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Representative against the costs, expenses and expenses to contest a claim made liabilities which may be incurred by Parent or Merger Subthe Representative in performing such actions. (e) The Representative will not be liable to any Indemnitor for any act done or omitted hereunder as the Representative while acting in good faith and any act done or omitted in accordance with the advice of counsel or other expert will be conclusive evidence of such good faith. The Representative shall receive reimbursement frombe entitled to: (i) rely upon the Closing Statement, (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 Indemnitor or other party. (f) The Representative will have reasonable access to information about the Surviving Entity, the Second Surviving Entity and the reasonable assistance of the Company’s former officers and employees for purposes of performing the Representative’s duties and exercising the Representative’s rights hereunder, except that no Indemnified Person will be indemnified fromrequired to provide any information that is subject to a legal privilege or a protective Order or the disclosure of which would violate any Laws. The Representative will treat confidentially and not use or disclose the terms of this Agreement, any Related Agreement or any nonpublic information from or about Parent, Surviving Entity, the Second Surviving Entity or any Indemnified Person to anyone, except that the Representative may disclose the terms or information to the Indemnitors or the Representative Group, including the Representative’s employees, attorneys, accountants, financial advisors, agents or authorized representatives on a need-to-know basis, as long as the Person agrees to treat such information confidentially. If requested by Parent, the Representative Escrow Accountwill enter into a separate confidentiality agreement before being provided access to such information. (g) The initial Representative hereby accepts the appointment contained in this Agreement, for any as confirmed and all expensesextended by this Agreement, charges and liabilities, including reasonable attorneys’ fees, incurred agrees to act as the Representative and to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement. (h) The Expense Fund shall be held by the Representative in a segregated client account and shall be used (i) for the performance purposes of paying directly or discharge of its duties reimbursing the Representative for any Representative Expenses incurred pursuant to this Section 11.13 Agreement, the Escrow Agreement or the Representative Engagement Agreement, or (ii) as otherwise determined by the “Advisory Group. The Representative Expenses”)is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund 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 Expense Fund and has no tax reporting or income distribution obligations. The Expense Fund will be deposited in a non-interest bearing account, and neither the Indemnitors nor the Representative will receive any interest on the Expense Fund. Subject to Advisory Group approval, the Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnitors. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund, if any, to the Escrow Agent and/or Parent for further distribution to the Indemnitors in accordance with their respective Direct Indemnification Percentages.

Representative. (a) The Company agrees that GS Capital Partners VIBy the approval of this Agreement pursuant to Delaware Law (or otherwise) and effective upon and by virtue of the Stockholder Approval, L.P. shall be and without any further act of any of the agent Stockholders, and by execution of Option Cancellation Agreements by each of the Optionholders with respect to each such Optionholder, the Stockholders and Optionholders hereby irrevocably appoint the Representative as the representative, agent, proxy, and attorney-in-fact for each of all the Stockholders and Optionholders for all purposes under this Agreement including the Optionholders full power and authority on the Stockholders’ and Optionholders’ behalf: (i) to act as consummate the Representative transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in accordance connection herewith, (ii) to negotiate disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (iii) to receive and disburse to the Stockholders and Optionholders (subject to Section 13.13(f) below) any funds received on behalf of the Stockholders and Optionholders under this Agreement or otherwise, (iv) to withhold any amounts received on behalf of the Stockholders and Optionholders pursuant to this Agreement or otherwise to satisfy any and all obligations or liabilities incurred by the Stockholders, Optionholders or the Representative in the performance of their duties hereunder, (v) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of the Stockholders or Optionholders) and (vi) to take all other actions to be taken by or on behalf of the Stockholders and Optionholders in connection with this Agreement and the terms other agreements, instruments, and documents contemplated hereby or executed in connection herewith. The Stockholders and Optionholders, by approving this Agreement, further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Stockholder or Optionholder. All decisions and actions by the Representative shall be binding upon all of the Stockholders and Optionholders, and no Stockholder or Optionholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representativeAgreement. (b) The By the approval of this Agreement pursuant to Delaware Law (or otherwise), each Stockholder and Optionholder hereby severally, for itself only and not jointly, agrees to indemnify and hold harmless the Representative is hereby authorized and empowered to act forits members, managers, officers, agents and on behalf ofother representatives against all expenses (including reasonable attorneys’ fees), any or all of the Stockholders judgments, fines and the Optionholders (with full power of substitution in the premises) amounts incurred by such Persons in connection with any action, suit or proceeding to which the Representative or such matters as are reasonably necessary for the consummation other Person is made a party by reason of the transactions contemplated in this Agreement and fact that it is or was acting as the other agreements contemplated hereby including: (i) to receive all payments owing Representative pursuant to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power terms of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment Neither the Representative nor any of its members, managers, officers, agents or other representatives shall incur any liability to any Stockholder or Optionholder by virtue of the Representative is an agency coupled with an interest and is irrevocable and failure or refusal of such Persons for any action taken by reason to consummate the Representative pursuant transactions contemplated hereby or relating to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action performance of or direction from such Stockholder or Optionholdertheir duties hereunder, except for actions or omissions of the Representative constituting willful misconduct or gross negligenceintentional and knowing fraud. The death Representative and its members, managers, officers, agents and other representatives shall have no liability in respect of any action, claim or incapacity, or dissolution or other termination of existence, of proceeding brought against such Persons by any Stockholder or Optionholder shall not terminate the authority and agency Optionholder, regardless of the Representative. Parentlegal theory under which such liability or obligation may be sought to be imposed, Merger Sub and whether sounding in contract or tort, or whether at law or in equity, or otherwise, if such Persons took or omitted taking any other party to any document contemplated by this Agreement action in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholdergood faith. (d) The 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 Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out Upon final resolution of willful misconduct or gross negligence on the part all indemnification obligations and full reimbursement of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilitiescosts, including reasonable attorneys’ feesobligations, or liabilities incurred by the Representative in the performance or discharge of its duties hereunder, the Representative shall distribute all remaining funds held by it on behalf of the Stockholders and Optionholders to the Stockholders and Optionholders, it being understood and agreed that such distribution(s) shall be the responsibility of the Representative only and that neither the Purchaser nor the Surviving Corporation shall have any obligation to ensure that such distribution is, or distributions are, made. (e) The parties hereto agree that the fact that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP may have represented the Company prior to Closing shall not prevent ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP from representing the Stockholders (including the Representative) or the Optionholders in connection with any matters involving, including any disputes with, any of the parties hereto after Closing. (f) Notwithstanding any provision to the contrary, the Representative may pay to the Surviving Corporation or authorize payment to the Surviving Corporation of any amounts to be paid to or on behalf of the Optionholders pursuant to this Agreement or their respective Option Cancellation Agreements, which amounts shall be paid by Purchaser and the Surviving Corporation as set forth in Section 11.13 (the “Representative Expenses”)2.04 above.

Representative. (a) The Company agrees that GS Capital Partners VI, L.P. shall be Each of the Shareholders hereby appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as his exclusive agent and attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement on his behalf with respect to any and the other agreements contemplated hereby in accordance with all matters, claims, controversies, or disputes arising out of the terms of this Section 11.13Agreement (the "Representative"). In Each Shareholder further agrees that upon the event vote of the resignation, death or incapacity Shareholders holding a majority of the Representativestock of the Company immediately preceding the Closing (the "Shareholder Approval") the Representative shall have the power to take any and all actions which the Representative believes are necessary or appropriate or in the best interests of the Shareholders, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act foras fully as if the Shareholders were acting on their own behalf, including without limitation, consenting to, and on behalf ofsettling any and all claims, any disputes or all controversies arising hereunder (including without limitation the calculation and payment of the Stockholders Merger Consideration), conducting all negotiations with and otherwise dealing with CCC and the Optionholders (with full power of substitution in the premises) Surviving Corporation and engaging counsel, accountants and other representatives in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement foregoing matters. CCC and the other agreements contemplated hereby including: (i) to receive all payments owing to Surviving Corporation shall have the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled right to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as Representative under or in connection with this Agreement, unless such action being the act or omission results from or arises out of willful misconduct or gross negligence on the part of the RepresentativeShareholders, without the need for any inquiry, and any such actions or omissions shall be binding upon the Shareholders. The Shareholders shall have the right to change the identity of the Representative upon Shareholder Approval and shall not be liable deliver to CCC and the Surviving Corporation prompt written notice of any Stockholder or Optionholder in such change of identity, which upon receipt by CCC and the event that, in the exercise of his or its reasonable judgment, Surviving Corporation will effect said change. The Shareholders agree to hold the Representative believes there will not be adequate resources available to cover potential costs free and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, harmless from and be indemnified from, indemnify the Representative Escrow Account, for against any and all loss, damage or liability which he may sustain as a result of any action taken in good faith hereunder, including, without limitation, any legal fees and expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Oaktree Capital Partners VIManagement, L.P. is hereby constituted and appointed as the Representative. For purposes of this Agreement, the term “Representative” shall mean the representative, true and lawful agent, proxy and attorney in fact of all Holders, with full power and authority on the Holders’ behalf (i) to consummate the transactions contemplated herein, (ii) subject to the limitations set forth herein, to pay expenses incurred on behalf of the Holders (whether incurred on or after the date hereof) in connection with the negotiation and performance of this Agreement, (iii) to receive, give receipt and disburse any funds received hereunder on behalf of or to the Holders and to hold back from disbursement any such funds to the extent it reasonably determines may be necessary, (iv) to execute and deliver on behalf of the agent Holders all documents contemplated herein and any amendment or waiver hereto approved in accordance herewith, (v) subject to the limitations set forth herein, to take all other actions to be taken by or on behalf of the Holders in connection herewith, (vi) to, on behalf of the Holders in their capacity as such, negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including, without limitation, disputes regarding Milestone Notice and Milestone Payment, and (vii) to give and receive notices on behalf of the Holders. Each Holder agreed, by virtue of the Confirmation Order, that (x) such Holder irrevocably granted unto the foregoing attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with agent full power of substitution in the premises) and authority to do and perform each and every act and thing necessary or desirable to be done in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under by this Agreement, as fully to all intents and purposes as the Holders might or could do in person and (iiy) to such agency and proxy are coupled with an interest, are therefore irrevocable without the extent within the power consent of the Stockholders Representative and Optionholders to do soshall survive the death, to terminate, amend, waive incapacity or bankruptcy of any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or thereinHolder. Parent and Merger Sub Any Person shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c1) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act actions of the Representative as the act acts of the Stockholder or Optionholder. (d) The Representative shall not be liable Holders hereunder in all matters referred to any Stockholder, Optionholder or to in this Agreement and any other Person (other than Parent agreement, document or Merger Sub)instrument contemplated by this Agreement and, with respect to any action taken or omitted to be taken by without limiting the Representative in its role as Representative under or in connection with this Agreementforegoing, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).and

Representative. (a) The Company agrees that GS Capital Partners VI, L.P. shall be the agent Effective upon and attorney-in-fact for each by virtue of the Stockholders Member Approval, and without any further act of any of the Members, Optionholders to act or Warrantholders, the Representative is hereby irrevocably appointed as the Representative representative, agent, proxy, and attorney in fact (coupled with an interest) for all the Members, Optionholders and Warrantholders for all purposes under this Agreement including the full power and authority on the Members’, Optionholders’ and Warrantholders’ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in accordance connection herewith, (ii) to negotiate claims and disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, for the avoidance of doubt, the adjustment of Closing Cash Proceeds contemplated by Section 3.03), (iii) to receive and disburse to, or caused to be received or disbursed to, any Member, Optionholder or Warrantholder any funds received on behalf of such Member, Optionholder or Warrantholder under this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or otherwise, (iv) to withhold any amounts received on behalf of any Member, Optionholder or Warrantholder pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy (on behalf of the Members, Optionholders and Warrantholders) any and all obligations or liabilities of any Member, Optionholder, Warrantholder or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Members, Optionholders and Warrantholders) in connection with the terms adjustment of Closing Cash Proceeds contemplated by Section 3.03), (v) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of any Member, Optionholder or Warrantholder), (vi) to receive and disburse to, or cause to be received or disbursed to, any individual pursuant to any incentive compensation agreement providing for a transaction bonus, in effect as of the Closing and (vii) to take all other actions to be taken by or on behalf of any Member, Optionholder or Warrantholder in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Member and Optionholder. All decisions and actions by the Representative shall be binding upon each Member and Optionholder, and no Member, Optionholder or Warrantholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representativeAgreement. (b) Effective upon and by virtue of the Member Approval, and without any further act of any of the Members, Optionholders or Warrantholders, the Representative and its Non‑Recourse Parties shall be indemnified, held harmless and reimbursed by each Member, Optionholder and Warrantholder severally (based on each Member’s, Optionholders’ and Warrantholder’s Allocation Percentage), and not jointly, against all costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid or incurred by the Representative and its Non‑Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Members, Optionholders and Warrantholders) in connection with the adjustment of Closing Cash Proceeds contemplated by Section 3.03). Any and all amounts paid or incurred by the Representative and its Non‑Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement are on behalf of the Members, Optionholders and Warrantholders (and, not for the avoidance, on behalf of the Representative in any other capacity, as a Member or otherwise). (c) Neither the Representative nor any of its Non‑Recourse Parties shall incur any liability to any Member, Optionholder or Warrantholder by virtue of the failure or refusal of the Representative or any of its Non‑Recourse Parties for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder. The Representative is and its Non‑Recourse Parties shall have no liability in respect of any action, claim or proceeding brought against any such Person by any Member, Optionholder or Warrantholder, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if any such Person took or omitted taking any action in good faith. (d) If the Representative pays or causes to be paid any amounts (on behalf of the Members, Optionholders and Warrantholders) in connection with any obligation or liability of a Member, Optionholder or Warrantholder in connection with the transactions contemplated hereby authorized (including, for the avoidance of doubt, the adjustment of Closing Cash Proceeds contemplated by Section 3.03), any such payments and empowered to act forthe reasonable expenses of the Representative incurred in administering or defending the underlying dispute or claim may be reimbursed, when and as incurred, from the Representative Holdback Amount (and, if not so reimbursed from the Representative Holdback Amount, the Representative shall be indemnified, held harmless and reimbursed by each Member, Optionholder and Warrantholder severally (based on each Member’s, Optionholder’s and Warrantholder’s Allocation Percentage), and on behalf ofnot jointly, for such amount(s)). The Representative may, in its sole and absolute discretion, distribute, or caused to be distributed, any or all of the Stockholders funds received or held by it on behalf of the Members, Optionholders and the Optionholders Warrantholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary including, for the consummation avoidance of doubt, any portion of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (iMerger Consideration) to receive all payments owing to one or more Members, Optionholders or Warrantholders at any time after the Stockholders or the Optionholders under this Agreementdate hereof, which such distribution(s) of funds may be different (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub)i.e., with respect to any action taken amount, timing, conditionality or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreementotherwise) for each Member, unless such action or omission results from or arises out Optionholder and Warrantholder. Upon full reimbursement of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilitiescosts, including reasonable attorneys’ fees, obligations or liabilities incurred by the Representative in the performance or discharge of its duties pursuant hereunder, the Representative shall distribute, or caused to be distributed, all remaining funds held by it on behalf of the Members, Optionholders and Warrantholders to the Members, Optionholders and Warrantholders; provided, that to ensure compliance with Treasury Regulation 1.409A‑3(i)(5)(iv), the Optionholders shall not be entitled to receive any payment, and no payment shall be made to the Optionholders, in connection with the transaction contemplated hereby later than the date which is five (5) years after the Closing Date (it being understood that other Members may receive payments after the date which is five (5) years after the Closing Date, including, for the avoidance of doubt, amounts that, if paid prior to the date which is five (5) years after the Closing Date, would have been paid to the Optionholders). Notwithstanding the foregoing, any amounts payable to the Members, Optionholders and Warrantholders in respect of this Section 12.13(d) shall be reduced by the respective amount owed to LVP under the Lightspeed Purchase Agreement. In the event that the Representative or its Affiliates becomes subject to any liability or other obligation, or is required to make any payment in connection with the transactions contemplated by the Merger Agreement, then the Representative shall send each Member, Optionholder and Warrantholder a notice setting forth (i) the amount of such Member’s, Optionholder’s or Warrantholder’s proportionate share of such liability or obligation, and (ii) instructions for remittance of such amount to the Representative. (e) Notwithstanding anything to the contrary set forth herein, the Representative and its Affiliates shall not be liable for any loss to any Member, Optionholder or Warrantholder for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Purchaser or the Merger Sub or the Surviving Entity. (f) Except as may have been expressly and specifically agreed to in writing by a Member, Optionholder or Warrantholder, on the one hand, and ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, on the other hand, and except for the Representative and its Affiliates (i) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has not and is not representing, and shall not be deemed to have represented any Member, Optionholder or Warrantholder in connection with the transactions contemplated hereby, and (ii) ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP has not and is not providing any advice or counsel (including legal advice or counsel), and shall not be deemed to have provided counsel or advice, to any Member, Optionholder or Warrantholder in connection with the transactions contemplated hereby. Each Member, Optionholder and Warrantholder agrees that ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP may represent the Representative and its Affiliates in any matter related to the transaction completed hereby including matters which maybe adverse to such Member, Optionholder or Warrantholder and, in furtherance thereof, each Member, Optionholder and Warrantholder consents to, and waives, without limitation, restriction or condition of any kind, any actual or potential conflict or other actual or potential objection with respect to ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP’s representation of the Representative and its Affiliates in any matter related to the transaction completed hereby. (g) The Purchaser shall be entitled to deal exclusively with the Representative (or any replacement thereof) on all matters relating to this Agreement and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Member, Optionholder or Warrantholder by the Representative, and on any other action taken or purported to be taken on behalf of any Member, Optionholder or Warrantholder by the Representative, as being fully binding upon such Person. Notices or communications to or from the Representative shall constitute notice to or from each of the Members, Optionholders and Warrantholders. Any decision or action by the Representative hereunder, including any agreement between the Representative and the Purchaser relating to the defense, payment or settlement of any claims hereunder, shall constitute a decision or action of all Members, Optionholders and Warrantholders and shall be final, binding and conclusive upon each such Person. No Member, Optionholder or Warrantholder shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section 11.13 (the “Representative Expenses”)are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Members, Optionholders or Warrantholders, or by operation of Law.

Representative. (a) The Company agrees that GS Capital Partners VIhereby irrevocably appoints the Representative as each Unitholder’s true and lawful representative, L.P. shall be the agent and attorney-in-fact for each and agent of the Stockholders Unitholders in connection with the transactions contemplated by this Agreement and in any litigation or arbitration involving this Agreement. By its approval of the Merger and the Optionholders adoption of this Agreement and/or its acceptance of any consideration pursuant to act this Agreement, each Unitholder hereby irrevocably approve and adopt the appointment of the Representative. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and shall have the power and authority to: (i) act for some or all of the Unitholders with regard to all matters pertaining to this Agreement; (ii) act for the Unitholders to transact matters relating to Proceedings; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing, on behalf of the Unitholders, any further act or deed that the Representative deems necessary or appropriate in the Representative’s discretion relating to the subject matter of this Agreement, in each case as fully and completely as the Unitholders could do if personally present; (vi) give and receive all notices required to be given or received by the Unitholders under this Agreement and Agreement; (vii) give any written direction to the other agreements contemplated hereby in accordance with Paying Agent or the terms of this Section 11.13. In the event Escrow Agent on behalf of the resignation, death or incapacity Unitholders; and (viii) receive service of process in connection with any claims under this Agreement. All decisions and actions of the RepresentativeRepresentative on behalf of the Unitholders shall be binding upon all Unitholders, a successor representative reasonably satisfactory and no Unitholder shall have the right to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representativeobject, dissent, protest or otherwise contest the same. (b) The Representative is hereby authorized and empowered to shall act for, and for the Unitholders 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 of the transactions contemplated set forth in this Agreement and in the other agreements contemplated hereby including: (i) manner the Representative believes to receive all payments owing to be in the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power best interest of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) Unitholders. The Representative is authorized to act as the representative on behalf of the Stockholders and Unitholders notwithstanding any dispute or disagreement among the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or thereinUnitholders. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and In taking any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholderas Representative, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely relyrely conclusively, without inquiryany further inquiry or investigation, upon any act of certification or confirmation, oral or written, given by any person whom the Representative as the act of the Stockholder or Optionholder. (d) reasonably believes to be authorized thereunto. The Representative shall not be liable to any Stockholdermay, Optionholder or to any other Person (other than Parent or Merger Sub)in all questions arising hereunder, with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence rely on the part advice of the Representativecounsel, and the Representative shall not be liable to any Stockholder of the parties hereto or Optionholder to any Unitholder for anything done, omitted or suffered in good faith by the event that, Representative based on such advice. 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 exercise Representative. The Representative shall not have any liability to any of his the parties hereto or its reasonable judgmentthe Unitholders for any act done or omitted hereunder as Representative while acting in good faith. To the extent not satisfied from the Representative Account, the Representative believes there will not shall be adequate resources available entitled to cover potential reimbursement, from the Unitholders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Representative in such capacity, and for indemnification against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Representative (except for those arising out of the Representative’s bad faith or willful misconduct), including the costs and expenses of investigation and defense of claims. (c) The Representative shall have reasonable access to contest relevant information about the Company for purposes of performing the Representative’s duties and exercising the Representative’s rights hereunder; provided that the Representative shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone except (i) in connection with any disputes arising out of or in connection with this Agreement and (ii) as required by law or to its employees, advisors or consultants and to the Unitholders, in each case who have a claim made need to know such information, provided that such persons are bound by obligations of confidentiality to the Representative of at least as high a standard as those imposed on the Representative under this Agreement. (d) In the event the Representative becomes unable to perform the Representative’s responsibilities hereunder or resigns from such position, the Unitholders (acting by a written instrument signed by Unitholders who held, as of immediately prior to the Effective Time, a majority (measured on an as-exercised and as-converted basis) of the then outstanding Units) 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. The Representative may be removed only upon delivery of written notice to Parent or Merger Subsigned by persons who, as of immediately prior to the Effective Time, held a majority (measured on an as-exercised and as-converted basis) of the then outstanding Units. (e) The Representative For all purposes of this Agreement: (i) Parent shall receive reimbursement from, be entitled to rely conclusively on the instructions and be indemnified from, decisions of the Representative Escrow Accountas to the settlement of any disputes or claims under this Agreement, for or any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred other actions required or permitted to be taken by the Representative hereunder, and no party hereunder or any Unitholder shall have any cause of action against Parent for any action taken by Parent in reliance upon the performance instructions or discharge decisions of its duties the Representative; (ii) the provisions of this Section 9.19 are independent and severable, are irrevocable (subject only to Section 9.19(e)) and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated by this Agreement; and (i) the provisions of this Section 9.19 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to the rights of each applicable Unitholder hereunder, whether pursuant to this Section 11.13 (testamentary disposition, the “Representative Expenses”)laws of descent and distribution or otherwise.

Representative. (a) The Company agrees that GS Capital Partners VIRepresentative designated by Seller pursuant to Section 7.07(a) shall act as an agent, L.P. shall be the agent and attorney-in-fact for each and representative of the Stockholders Seller and the Optionholders its assignees, successors and members, with full power of substitution to act in the name, place and stead of such parties, to act on behalf of such parties in connection with: (i) controlling and making any determinations with respect to any matters set forth in Sections 2.04 and 4.02; (ii) signing on behalf of such parties any releases or other documents with respect to any dispute or remedy arising under this Agreement or any documents to which the Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Representative Documents”); (iii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Representative and to rely on their advice and counsel; (iv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (v) otherwise enforcing the rights and obligations of any such parties under the Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such parties; provided, that the Representative is specifically authorized and directed to act on behalf of, and for the benefit of, Seller and its members. All decisions and actions by the Representative, including any agreement between the Representative and the Purchaser relating to any disputes under this Agreement Agreement, shall be binding upon the Seller and its members, successors and assigns, and neither they nor any other party shall have the other agreements contemplated hereby in accordance with right to object, dissent, protest or otherwise contest the terms same. The provisions of this Section 11.137.08 are irrevocable and coupled with an interest. In the event of the resignation, death or incapacity any distribution of the RepresentativeHoldings Class B Units and Purchaser Class V Shares by Seller to its members, the members of Seller, as a successor representative reasonably satisfactory condition to Parent receiving such distribution, shall thereafter be appointed irrevocably appoint the Representative as their agent, attorney-in-fact and representative, with the indemnities, immunities, releases and powers granted by an instrument in writing signed by Parent and the Seller under this Section 7.08 (with the obligations of such successor representativemembers being pro rata among the members based on the distribution received). (b) The Representative is hereby 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 of the transactions contemplated in this Agreement and the Any other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all actsPerson, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement)Purchaser, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act actions of the Representative as the act acts of Seller under any Representative Documents. The Purchaser shall be entitled to rely conclusively on the instructions and decisions of the Stockholder Representative as to (i) any payment instructions provided by the Representative or Optionholder(ii) any other actions required or permitted to be taken by the Representative under any Representative Document, and Seller shall not have any cause of action against the Representative or the Purchaser for any action taken by any of them in reliance upon the instructions or decisions of the Representative. All notices or other communications required to be made or delivered to a member of Seller under any Representative Document shall be made to the Representative for the benefit of such Seller member, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Seller member with respect thereto. All notices or other communications required to be made or delivered by a Seller member shall be made by the Representative. (dc) The Representative shall not be liable to for any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted under any Representative Document as the Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be taken conclusive evidence of such good faith. Seller and its members shall indemnify, defend and hold harmless the Representative from and against any and all losses, actions, orders, liabilities, damages, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorney’s fees and expenses) incurred without gross negligence, bad faith or willful misconduct on the part of the Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Representative’s duties under any Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Representative. In no event shall the Representative in its role as Representative such capacity be liable under or in connection with this Agreementany Representative Document for any indirect, unless such action punitive, special or omission results from consequential damages. The Representative shall be fully protected in relying upon any written notice, demand, certificate or arises out of willful misconduct document that it in good faith believes to be genuine, including facsimiles or gross negligence copies thereof, and no Person shall have any liability for relying on the part Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Seller and its members, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Representative under this Section 7.08 shall survive the execution of this Agreement and continue indefinitely. (d) The Person serving as the Representative may resign upon 10 days’ prior written notice to the Purchaser. If the Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of the Seller and its members, then Seller shall, within 10 days after such death, disability, dissolution, resignation or other event, appoint a successor Representative (by vote or written consent of Seller’s members holding in the aggregate a majority of the voting equity interests of Seller (or upon the liquidation of Seller, the holders of a majority of the Seller Consideration Units (as such term is defined in the Business Combination Agreement)), and promptly thereafter (but in any event within two Business Days after such appointment) notify the Purchaser in writing of the identity of such successor. Each successor Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Representative, and the Representative term “Representative” as used herein shall not be liable deemed to include any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subsuch successor Representatives. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) Subject to the terms and conditions of this Section 14.16, AQ Seller is designated as the representative of the Sellers (such Person, when acting in such capacity, the “Representative”), to serve, and the Purchaser hereby acknowledges that the Representative shall serve, as the sole representative of the Sellers, from and after the Closing Date, with respect to the matters set forth in this Agreement and the Escrow and Paying Agent Agreement and any other document or agreement contemplated thereby or thereby, such service to be without compensation except for the reimbursement of out of pocket expenses and indemnification specifically provided herein. The Company agrees Representative has accepted such designation as of the date hereof; provided, however, that GS Capital Partners VIthe Representative shall have no obligation to act on behalf of the Sellers. The Representative will, L.P. at all times, be entitled to rely on any directions received from the Sellers; provided, however, that the Representative shall not be required to follow any such direction and shall be under no obligation to take any action in its capacity as Representative based upon any such direction. Notwithstanding anything to the contrary contained in this Agreement or the Escrow and Paying Agent Agreement, the Representative shall have no duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Seller shall otherwise exist against the Representative. The relationship created herein is not to be construed as a joint venture or any form of partnership between or among the Representative or any other Seller or the Purchaser for any purpose of U.S. federal or state law, including federal or state income Tax purposes. Neither the Representative nor any of its Affiliates owes any fiduciary or other duty to any other Seller. (b) Effective as of the Closing Date, the Representative shall be the agent agent, proxy and attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms Seller for all purposes of this Section 11.13. In the event of the resignationAgreement, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with including full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby includingauthority: (i) to receive take all payments owing actions that the Representative considers necessary or desirable in connection with the defense, pursuit, negotiation or settlement of any determinations relating to the Stockholders payment or determination of the Purchaser Adjustment Amount or the Optionholders Seller Adjustment Amount and to s▇▇, defend, negotiate, settle and compromise any claims made by or against, and other disputes with, the Purchaser or any other Purchaser Indemnified Party pursuant to this Agreement, the Escrow and Paying Agent Agreement or any of the agreements, instruments, documents or transactions contemplated hereby or executed in connection herewith, (ii) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as the Representative shall deem necessary or prudent in connection with the administration of the foregoing, (iii) to provide for all expenses incurred in connection with the administration of the foregoing and to be reimbursed for such expenses from the Representative Expense Holdback Amount, (iv) to disburse, or cause to be disbursed, to the Sellers any funds received (including by the Paying Agent) on behalf of the Sellers under this Agreement, (iiv) to receive, hold and manage the extent within Representative Expense Holdback Amount to pay amounts pursuant to Section 14.16(f), (vi) to take all other actions and exercise all other rights which the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, Representative in its sole discretion considers necessary or abandon, appropriate in connection with this Agreement or the other agreements contemplated herebyEscrow and Paying Agent Agreement, (iii) to act as the representative including execution and delivery of the Stockholders Escrow and the Optionholders Paying Agent Agreement, and any amendment or waiver to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the Escrow and Paying Agent Agreement, and the other agreements agreements, instruments and documents contemplated herebyhereby or executed in connection herewith. All decisions and acts by the Representative shall be binding upon all Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. (vic) in generalIn the event that any Person authorized hereunder as part of the Representative shall die, do become incapacitated, resign or otherwise fail to act on behalf of the Sellers for any reason, the Representative shall include such other Person as shall be acceptable to the continuing representative, and such substituted representative, together with the continuing representative, together shall be deemed to be the Representative for all things and perform all actspurposes of this Agreement. (d) The Representative is authorized to act on behalf of the Sellers notwithstanding any dispute or disagreement among the Sellers, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub parties hereto shall be entitled to rely on such appointment any and to treat all action taken by the Representative without any liability to, or obligation to inquire of, any Seller even if such party shall be aware of any actual or potential dispute or disagreement among the Sellers. Each of the other parties hereto is expressly authorized to rely on the genuineness of the signature of the Representative and, upon receipt of any writing which reasonably appears to have been signed by the Representative, the other parties hereto may act upon the same without any further duty of inquiry as to the genuineness of the writing. (e) Neither the Representative nor any of its members, partners, managers, officers, agents or other representatives or Affiliates shall incur any liability to any Seller by virtue of the failure or refusal of such Persons for any reason to consummate the transactions contemplated by this Agreement or relating to the performance of their duties hereunder. Neither the Representative nor any of its members, partners, managers, officers, agents or other representatives or Affiliates shall be liable to any Seller relating to the performance of the Representative’s duties under this Agreement for any errors in judgment, negligence, oversight, breach of duty or otherwise, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, except to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Representative constituted gross negligence or willful misconduct. The Representative and its members, managers, officers, agents and other representatives shall be indemnified and held harmless by the Sellers against all Losses paid or incurred in connection with any action, suit, proceeding or claim to which any of such Persons is made a party by reason of the fact that it was acting as the duly appointed attorney-in-fact Representative pursuant to this Agreement; provided, however, that the Representative shall not be entitled to indemnification hereunder to the extent it is finally determined in a court of each Stockholder competent jurisdiction by clear and Optionholderconvincing evidence that the actions taken or not taken by the Representative constituted gross negligence or willful misconduct. Notices given For the avoidance of doubt, the indemnification contemplated by this Section 14.16(e) shall not subject to any of the survival or other limitation or exclusive remedy provisions of ARTICLE XI. (f) Any amount owing to the Representative from any Seller pursuant to this Section 14.16 shall be deductible at the option of the Representative from the next succeeding distribution(s), if any, of the Escrow Amount, as applicable, by the Escrow Agent to, or for the benefit of, such Seller. The Representative shall be protected in acting upon any notice, statement or certificate believed by him to be genuine and to have been furnished by the appropriate person and in acting or refusing to act in good faith or any matter. (g) The Purchaser shall pay the Representative Expense Holdback Amount to the Paying Agent pursuant to Section 1.04(c), for the benefit of and further distribution to the Representative. The Representative shall receive, hold and manage the Representative Expense Holdback Amount, which amount shall be available to reimburse the Representative for any expenses incurred or anticipated to be incurred by the Representative arising out of or in connection with the exercise of the Representative’s powers and authority hereunder, including the payment of reasonable fees and expenses of any legal counsel retained by the Representative. Following the Escrow Termination Date and upon final resolution of all proper claims pursuant to ARTICLE XI and Section 13.05(a) or otherwise related to the Agreement and the terms and conditions of the Escrow and Paying Agent Agreement and full reimbursement of all Losses of the Representative pursuant to Section 14.16(e), the Representative shall distribute or cause to be distributed any remaining portion that has not been released from the Escrow Account to the Paying Agent, for the benefit of and further distribution to each Seller in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreementsuch Seller’s Allocation Percentage. (ch) The appointment of the Representative is an agency shall be deemed coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective irrevocable, and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub Purchaser and any other party to any document contemplated by this Agreement in dealing with the Representative Person may conclusively and absolutely rely, without inquiry, upon any act action of the Representative as the act of the Stockholder or Optionholderin all matters referred to herein. (d) The 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIEach of the Sellers hereby appoints ______________, L.P. shall be the his agent and attorney-in-fact fact, as the Sellers’ representative (the “Representative”) for each and on behalf of the Stockholders Sellers, to give and receive notices and communications, to authorize payment to Procera of Escrow Shares from the Optionholders Escrow Fund in satisfaction of claims by Procera, to act as object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Representative under this Agreement and for the other agreements contemplated hereby in accordance with accomplishment of the foregoing, or (ii) specifically mandated by the terms of this Section 11.13Agreement. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter Such agency may be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed changed by the Representative Sellers from time to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute time upon not less than thirty (30) days prior written notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or OptionholderProcera; provided, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacityhowever, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with that the Representative may conclusively and absolutely rely, without inquiry, upon any act not be removed unless holders of a two-thirds interest of the Representative as Escrow Fund agree to such removal and to the act identity of the Stockholder or Optionholder. (d) The substituted agent. Any vacancy in the position of Representative shall not may 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 filled by the Representative holders of a majority in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out interest of willful misconduct or gross negligence on the part Escrow Fund. No bond shall be required of the Representative, and the Representative shall not receive compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from the Sellers. The Escrow Agent shall have no duty to recognize a successor Representative, and shall incur no liability and shall be fully protected in failing to recognize the actions of the successor Representative, unless and until it has received written notice of the identity of such successor Representative as well as a specimen signature of such successor Representative. (b) The Representative shall not be liable to for any Stockholder act done or Optionholder omitted hereunder as the Representative while acting in the event that, good faith and in the exercise of his or its reasonable judgment. The Sellers on whose behalf the Escrow Shares was contributed to the Escrow Fund shall indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative. After all claims for losses by Procera have been satisfied, or reserved against, the Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period, by Representative’s written request to the Escrow Agent, payments and reimbursement for any expenses incurred by Representative believes there will not be adequate resources available in connection with the Representative’s representation of the Sellers in connection with this Escrow Agreement. The Escrow Agent may absolutely rely on such written request and shall have no duty to cover potential costs and expenses to contest a claim made by Parent or Merger Subdetermine the authority of the Representative in making such request. (ec) The Representative A decision, act, consent or instruction of the Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Section 16 hereof, shall receive reimbursement fromconstitute a decision of the Sellers and shall be final, binding and be indemnified fromconclusive upon the Sellers; and the Escrow Agent and Procera may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of the Sellers. The Escrow Account, Agent and Procera are hereby relieved from any liability to any person for any and all expensesacts done by them in accordance with such decision, charges and liabilitiesact, including reasonable attorneys’ fees, incurred by consent or instruction of the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”)Representative.

Representative. (a) The Company agrees that GS Capital Partners VIRepresentative is hereby irrevocably appointed as the representative, L.P. shall be the agent agent, proxy, and attorney-in-fact for each of all the Stockholders Securityholders for all purposes under this Agreement, the Escrow Agreement and the Optionholders Payment Agent Agreement, including the full power and authority on the Securityholders’ behalf: (i) to act as consummate the Representative transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to negotiate and settle disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (iii) to receive and disburse to the Securityholders any funds received on behalf of the Securityholders under this Agreement, the Escrow Agreement and the Payment Agent Agreement or otherwise, (iv) to withhold any amounts received on behalf of the Securityholders pursuant to this Agreement and the Escrow Agreement, including the Representative Holdback Amount, or otherwise to satisfy any and all obligations or liabilities incurred by the Securityholders or the Representative in the performance of their duties hereunder, (v) to direct the distribution of funds, designate or engage a paying agent to distribute funds (including the Closing Date Cash Merger Consideration, the Adjustment Amount, if any, payable in accordance with Section 3.7 and funds from the terms Escrow Account and the Representative Holdback Amount), make or direct payments of funds from the Representative Holdback Amount, give receipts for funds, authorize deliveries to Parent of cash from the Escrow Account in satisfaction of claims asserted by Parent and object to any claims by any Person against the Escrow Account, (vi) to execute and deliver any amendment or waiver to this Section 11.13. In Agreement, the event Escrow Agreement and the Payment Agent Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of the resignationSecurityholders) and (vii) to take all other actions to be taken by or on behalf of the Securityholders in connection with this Agreement, death the Escrow Agreement and the Payment Agent Agreement and the other agreements, instruments, and documents contemplated hereby or incapacity executed in connection herewith. The Securityholders, by approving this Agreement (whether by vote or by execution of a Letter of Transmittal), further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Securityholder. All decisions and actions by the Representative shall be binding upon all of the Securityholders and no Securityholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall not have the authority to increase the Liability of any Securityholder on a non pro rata basis. If an allocation is not otherwise provided for in this Agreement, the Representative shall distribute funds to the Securityholders in accordance with their respective Pro Rata Share. Parent may conclusively rely, without independent verification or investigation, upon any such decision or action of the Representative as being the binding decision or action of every Securityholder, and Parent shall not be liable to any Securityholder or any other Persons for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any such decision or action of the Representative. The Representative shall have no duties or obligations to the Securityholders hereunder, except as expressly set forth in this Agreement. By its approval of, or consent to, the Merger and the adoption of this Agreement, its acceptance of any consideration pursuant to this Agreement or delivery of a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent Letter of Transmittal, each Securityholder hereby irrevocably approves and adopts the appointment of the Representative as such successor Securityholder’s representative, agent, proxy, and attorney-in-fact. (b) The Representative is By the approval of this Agreement, each Securityholder hereby authorized severally, for itself only and empowered to act fornot jointly, and on behalf ofup to its Pro Rata Share, any or agrees to indemnify and hold harmless the Representative and its partners, managers, officers, agents and other representatives against all of the Stockholders expenses (including reasonable attorneys’ fees), judgments, fines and the Optionholders (with full power of substitution in the premises) amounts incurred by such Persons in connection with any Proceeding to which the Representative or such matters as are reasonably necessary for the consummation other Person is made a party by reason of the transactions contemplated in this Agreement and fact that it is or was acting as the other agreements contemplated hereby including: (i) to receive all payments owing Representative pursuant to the Stockholders or the Optionholders under terms of this Agreement, (ii) to the extent within the power other than as a result of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, Representative’s bad faith or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreementwillful misconduct. (c) The appointment Neither the Representative nor any of its members, managers, officers, agents or other representatives shall incur any Liability to any Securityholder by virtue of the Representative is an agency coupled with an interest and is irrevocable and failure or refusal of such Persons for any action taken by reason to consummate the Representative pursuant transactions contemplated hereby or relating to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action performance of or direction from such Stockholder or Optionholdertheir duties hereunder, except for actions or omissions constituting bad faith or willful misconduct. The Representative and its members, managers, officers, agents and other representatives shall have no Liability in respect of any Proceeding brought against such Persons by any Securityholder, regardless of the Representative constituting willful misconduct legal theory under which such Liability may be sought to be imposed, whether sounding in contract or gross negligence. The death or incapacitytort, or dissolution whether at law or other termination in equity, or otherwise, unless such Persons took or omitted taking any action in bad faith or as result of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholderwillful misconduct. (d) The Representative shall have the right, in its sole discretion, to recover from any amounts withheld by the Representative, including the Representative Holdback Amount, its reasonable and documented out‑of‑pocket expenses incurred in the performance of its duties hereunder (the “Charges”). In the event the Representative Holdback Amount is insufficient to satisfy such deficit, each Securityholder will be obligated to pay any remaining unpaid amounts to the Representative on a several, and not be liable joint, basis, up to each such Securityholder’s Pro Rata Share. (e) In furtherance of, and without limiting any Stockholder, Optionholder or to any other Person (other than Parent or Merger Subrights of the Representative set forth in Sections 10.15(a)(iv), 10.15(a)(v) and Section 10.15(d), the Representative shall have the right, and the Securityholders hereby authorize the Representative, to withhold from the Closing Date Merger Consideration the Representative Holdback Amount (in connection with respect the allocation and distribution of the Closing Date Merger Consideration in accordance with Article III) to any action taken or omitted to be taken satisfy potential future obligations of the Securityholders and expenses incurred by the Representative in its role as Representative under or in connection with performing its obligations under this Agreement and the Escrow Agreement. The Representative Holdback Amount shall be retained by the Representative until such time as the Representative shall determine, and, subject to the terms of this Agreement, unless the balance of the Representative Holdback Amount, if any, shall be delivered by the Representative or a paying agent designated by the Representative to the Securityholders as if such action amounts were being distributed pursuant to Section 3.8(a)(i)(1). The Securityholders will not receive any interest or omission results from earnings on the Representative Holdback Amount and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or arises out earnings. The Representative will not be liable for any loss of willful misconduct or principal of the Representative Holdback Amount other than as a result of its gross negligence on or willful misconduct. The Representative Holdback Amount shall be held in an FDIC-insured account or accounts at a nationally recognized financial institution. (f) Following the part Closing Date, a majority‑in‑interest of the Securityholders may, by written consent, appoint a new representative as the Representative. Notice, together with a copy of the written consent appointing such new representative and bearing the signatures of a majority‑in‑interest of the Securityholders, must be delivered to Parent 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. (g) In the event that the Representative becomes unable or unwilling to continue in its capacity as Representative, or if the Representative resigns as the Representative, and a majority‑in‑interest of the Securityholders may by written consent appoint a new representative as the Representative; provided that any such resignation by the Representative shall not be liable effective until the appointment of a new representative as the Representative. Notice and a copy of the written consent appointing such new representative and bearing the signatures of a majority‑in‑interest of the Securityholders must be delivered to any Stockholder or Optionholder Parent. Such appointment will be effective upon the later of the date indicated in the event that, in consent or the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made date such consent is received by Parent or Merger SubParent. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees Each THL Entities hereby designates and appoints (and each Permitted Transferee of each such THL Entities is hereby deemed to have so designated and appointed) each of Anthony J. DiNovi, Scott Sperling and Kent Weldon, as his attorney-in-▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇we▇ ▇▇ ▇▇▇▇▇▇▇▇▇ion f▇▇ ▇▇▇▇ ▇▇ them (the "THL Entities' Representative"), to serve as the representative of each such person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such person and hereby acknowledges that GS Capital Partners VI, L.P. the THL Entities' Representative shall be the agent only person authorized to take any action so required, authorized or contemplated by this Agreement by each such person. Each such person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such person. Each such person hereby authorizes (and each such Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice or other action taken by such person pursuant to this Agreement except for the THL Entities' Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the THL Entities' Representative and are and will be entitled and authorized to give notices only to the THL Entities' Represen- tative for any notice contemplated by this Agreement to be given to any such person. A successor to the THL Entities' Representative may be chosen by a majority in interest of the THL Entities' Shareholders, provided that notice thereof is given by the new THL Entities' Representative to the Company and to each Non-THL Shareholder. (b) Each DLJ Entities hereby designates and appoints (and each Permitted Transferee of each such DLJ Entities' is hereby deemed to have so designated and appointed) DLJ Merchant Banking II, Inc., as his attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby 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 for each of them (the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so"DLJ Entities' Representative"), to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act serve as the representative of the Stockholders and the Optionholders each such person to review and authorize perform all claims and disputes such acts (other than voting of shares of Common Stock) as are required, authorized or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments contemplated by this Agreement to be made with respect thereto, (v) performed by such person and hereby acknowledges that the DLJ Entities' Representative shall be the only person authorized to take such further actions as are any action so required, authorized in or contemplated by this Agreement by each such person. Each such person hereby authorizes (and each such Permitted Transferee shall be deemed to have authorized) the other agreements contemplated hereby, parties hereto to disregard any notice or other action taken by such person pursuant to this Agreement except for the DLJ Entities' Representative. The other parties hereto are and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall will be entitled to rely on any action so taken or any notice given by the DLJ Entities' Representative and are and will be entitled and authorized to give notices only to the DLJ Entities' Representative for any notice contemplated by this Agreement to be given to any such appointment person. A successor to the DLJ Entities' Representative may be chosen by a majority in interest of the DLJ Entities' Shareholders, provided that notice thereof is given by the new DLJ Entities' Representative to the Company and to treat the Representative each other DLJ Entity Shareholder. (c) Each Merrill Lynch Entities hereby designates and appoints (and each Permit▇▇▇ ▇▇▇n▇▇▇▇▇e of each such Merrill Lynch Entities is hereby deemed to have so designated and appo▇▇▇▇▇) K▇▇▇▇▇ Inc., as the duly appointed his attorney-in-fact with full power of substitution for each Stockholder and Optionholder. Notices given of them (the "Merrill Lynch Entities Representative"), to serve as the Representative in accordance with the provisions of representativ▇ ▇▇ ▇▇c▇ ▇▇▇h person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such person and hereby acknowledges that the Merrill Lynch Entities Representative shall constitute notice be the only person authori▇▇▇ ▇▇ t▇▇▇ ▇ny action so required, authorized or contem plated by this Agreement by each such person. Each such person further acknowledges that the foregoing appointment and designation shall be deemed to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency be coupled with an interest and is irrevocable shall survive the death or incapacity of such person. Each such person hereby authorizes (and each such Permitted Transferee shall be deemed to have authorized) the other parties hereby to disregard any notice or other action taken by the Representative such person pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, Agreement except for actions or omissions of the Representative constituting willful misconduct or gross negligenceMerrill Lynch Entities Representative. The death other parties hereto are an▇ ▇▇▇▇ b▇ ▇▇▇itled to rely on any action so taken or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate notice given by the authority Merrill Lynch Entities Representative and agency of are and will be entitled and ▇▇▇▇▇▇i▇▇▇ ▇o give notices only to the Representative. Parent, Merger Sub and Merrill Lynch Entities Representative for any other party notice contemplated by t▇▇▇ ▇▇▇e▇▇▇▇▇ to be given to any document contemplated by this Agreement in dealing with such person. A successor to the Merrill Lynch Entities Representative may conclusively be chosen by a majority in i▇▇▇▇▇▇▇ ▇▇ ▇▇e Merrill Lynch Entities' Shareholders, provided that notice thereof is ▇▇▇▇▇ ▇y ▇▇▇ new Merrill Lynch Entities Representative to the Company and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholderto each other ▇▇▇▇▇▇l ▇▇▇▇h Entity Shareholder. (d) The Each Management Shareholde▇ ▇▇▇▇▇y ▇▇▇▇gnates and appoints (and each Permitted Transferee of each such Management Shareholder is hereby deemed to have so designated and appointed) Paul M. Meister, as his attorney-in-fact with full power of substituti▇▇ ▇▇▇ ▇▇▇▇ ▇▇ them (the "Management Representa- tive"), to serve as the representative of each such person to perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such person and hereby acknowledges that the Management Representative shall not be liable the only person authorized to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to take any action taken so required, authorized or omitted contemplated by this Agreement by each such person. Each such person further acknowledges that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such person. Each such person hereby authorizes (and each such Permitted Transferee shall be deemed to have authorized) the other parties hereby to disregard any notice or other action taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties person pursuant to this Section 11.13 (Agreement except for the “Management Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Management Representative Expenses”)and are and will be entitled and authorized to give notices only to the Management Representative for any notice contemplated by this Agreement to be given to any such person. A successor to the Management Representative may be chosen by a majority in interest of the Management Shareholders, provided that notice thereof is given by the new Management Representative to the Company and to each other Management Shareholder.

Representative. The Sellers hereby irrevocably designate and appoint ▇▇▇▇▇ ▇▇▇▇▇▇ (athe “Representative”) The Company agrees that GS Capital Partners VI, L.P. shall be as the agent and attorney-in-fact for each of the Stockholders Sellers and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act foract, for and on behalf of, of any or all of the Stockholders and the Optionholders Sellers (with full power of substitution in the premises) ), in connection with the indemnity provisions of this Section 7 as they relate to the Sellers generally, the Adjustment Amount, the Revenue Adjustment, the Holdback Amount, the notice provision of this Agreement and such other matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do soincluding, to terminatewithout limitation, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders Sellers to review and authorize all set-offs, claims and disputes other payments authorized or directed by this Section 7 and dispute or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent Buyer any claims asserted hereunder thereunder and to authorize payments to be made with respect thereto, (v) thereto and to take such further actions as are authorized in this Agreement and Agreement. In the other agreements contemplated hereby, and event that the person serving as Representative dies or becomes disabled or resigns (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute written notice to the Stockholders and the Optionholders for all purposes under this Agreement. parties), a replacement shall be designated within ten (c10) The appointment days by those Sellers receiving a majority of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligencePurchase Price. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The Representative shall not be liable liable, in his capacity as representative of the Sellers, to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), Seller and their respective affiliates with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, Agreement in his capacity as representative of the Sellers unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or gross negligence bad faith on the part of the Representative. The Sellers acknowledge and agrees that Representative will be an employee of the Company after the Closing. Each Seller who receives any portion of the Purchase Price, by acceptance thereof and without any further action, confirms such appointment and authority and acknowledges and agrees that such appointment is irrevocable and coupled with an interest, it being understood that the Representative shall not be liable willingness of Buyer to any Stockholder or Optionholder in the event thatenter into this Agreement is based, in part, on the exercise appointment of his or its reasonable judgment, a representative to act on behalf of the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubSellers. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. Each Seller hereby (aand each other Seller Party pursuant to the Required Documentation shall thereby) The Company agrees that GS Capital Partners VI, L.P. shall be appoints the agent Representative for and attorney-in-fact for each on behalf of the Stockholders Seller Parties to give and the Optionholders to act as the Representative under receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other agreements contemplated hereby applicable provisions of this Agreement, to authorize distribution of the Escrow Shares, the Escrow Funds, the Adjustment Shares and the Adjustment Funds, to take all actions on behalf of the Seller Parties pursuant to this Agreement and any Ancillary Agreement to which any Seller Party is a party, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller (or such other Seller Party), and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. The Representative shall be authorized to take all actions on behalf of the Seller Parties in connection with any claims made under Articles 6 or 7 of this Agreement, to defend or settle such claims, and to authorize payments in respect of such claims on behalf of the Seller Parties. The Representative may resign at any time upon 20 days prior notice. In the event the Representative has given notice of its intent to resign, the Seller Parties shall promptly (and no later than the effective date of the Representative’s resignation) appoint a successor Representative, in accordance with the terms following sentence. The Seller Parties may remove or replace the Representative by a vote of this Section 11.13. In the event holders that own a majority of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory Company’s capital stock immediately prior to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. Closing upon not less than ten (b10) The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute Business Days’ prior written notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall Buyer. No bond will be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency required of the Representative. Parent, Merger Sub and any other party Notices or communications to any document contemplated by this Agreement in dealing with or from the Representative may conclusively and absolutely rely, without inquiry, upon any act will constitute notice to or from each of the Representative as the act of the Stockholder or OptionholderSeller Parties. (d) The 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIEach Seller Party, L.P. shall be by virtue of approval and execution of this Agreement, constitutes, appoints and empowers, effective from and after the date of this Agreement, the Founder to act for the benefit of such Seller Party and as the agent and attorney-in-fact for each of the Stockholders and the Optionholders fact, to act as for and on behalf of such Seller Party in such Seller Party’s name, place and stead, in connection with the Representative under transactions contemplated by this Agreement and the other agreements contemplated hereby Ancillary Agreements, as fully and for all intents and purposes as such Seller Party might or could do in accordance person, which shall include the power (i) to take any and all actions, including the power to execute and deliver such waivers, consents and amendments (with the terms of this Section 11.13. In the event of the resignationrespect to any and all matters or issues, death or incapacity of the Representative, including those which may have a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and negative impact on such successor representative. (b) The Representative is hereby authorized and empowered to act forSeller Party), and on behalf of, the power to make any and all determinations which may be required or all of the Stockholders and the Optionholders (with full power of substitution in the premises) permitted in connection with the post-Closing implementation of this Agreement and the Ancillary Agreement and the transactions contemplated hereby and thereby; (ii) to negotiate, defend, settle, compromise and otherwise handle and resolve any and all claims and disputes arising out of or in respect of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including the power to file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or obligation; (iii) to refrain from enforcing any right of such Seller Party arising out of or under or in any manner relating to this Agreement; (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general to do any and all things and to take any and all action that the Founder, in its sole and absolute discretion may consider necessary, proper or convenient to carry out its obligations hereunder; (v) to give and receive notices and communications hereunder; and (vi) to engage legal counsel, accountants, consultants and other experts, and incur any reasonable expenses, in connection with all matters as are set forth or otherwise necessary with respect to this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. In connection with this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Founder hereunder, (i) the Founder shall incur no responsibility whatsoever to the Seller Parties by reason of any error in judgment or other act or omission performed or omitted hereunder, excepting only responsibility for any act or failure to act which represents willful misconduct, and (ii) the Founder shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Founder pursuant to such advice shall in no event subject the Founder to liability to the Seller Parties. The Seller Parties shall indemnify the Founder against all Losses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including any and all expense whatsoever reasonably necessary for incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Founder hereunder. All of the indemnities, immunities and powers granted to the Founder pursuant to this Section 10.7 shall survive the Closing and any termination of this Agreement. The grant of authority in this Section 10.7 is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Seller Party, and shall survive the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative Founder pursuant to the authority granted in this Section 11.13 Agreement shall be effective and absolutely binding on each Stockholder and Optionholder Seller Party notwithstanding any contrary action of or direction from such Stockholder or OptionholderSeller Party, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacitymisconduct, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, be relied upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as 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 Representative, Blackstone Parties and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubAcquirer. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. Effective upon approving this Agreement and the transactions contemplated hereby or by executing and delivering a Stockholder Written Consent, Stockholder Letter of Transmittal, Optionholder Letter of Transmittal or Warrant Holder Consent Agreement, each Stockholder (other than Stockholders properly exercising appraisal rights for Dissenting Shares), Vested Optionholder and Warrant Holder will, as a specific term of the Merger, be deemed to have agreed that: (a) The Company agrees that GS Capital Partners VI, L.P. shall be the agent Representative is irrevocably constituted and attorney-in-fact for each of the Stockholders and the Optionholders to act appointed as the Representative representative, exclusive agent, proxy, and attorney in fact (coupled with an interest) for all such Persons for all purposes under this Agreement including the full power and authority on such Person’s behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby 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) executed in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in herewith, (ii) to negotiate Claims and disputes arising under, or relating to, this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in connection herewith (including: (i) to receive all payments owing to , for the Stockholders or avoidance of doubt, the Optionholders adjustment of Closing Proceeds contemplated by Section 3.03 and Claims for indemnification under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated herebyArticle XI), (iii) to act as cause to be received or disbursed to, any Indemnifying Securityholder any funds received on behalf of such Indemnifying Securityholder under this Agreement (including, for the representative avoidance of doubt, any portion of the Stockholders and the Optionholders to review and authorize all claims and disputes Merger Consideration) or question the accuracy thereofotherwise, (iv) to negotiate and compromise on their behalf with Parent direct withholding of any claims asserted hereunder and to authorize payments amounts to be made received by any Indemnifying Securityholder pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy (on behalf of the Indemnifying Securityholders) any and all obligations or liabilities of any Indemnifying Securityholder or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Indemnifying Securityholders) in connection with respect theretothe adjustment of Closing Proceeds contemplated by Section 3.03 or the indemnification of the Parent Indemnified Parties under Article XI), (v) to take such further actions as are authorized in execute and deliver any amendment or waiver to this Agreement and the other agreements agreements, instruments, and documents contemplated hereby, hereby or executed in connection herewith (without the prior approval of any Indemnifying Securityholder) and (vi) to take, or refrain from taking, all other actions to be taken by or on behalf of any Indemnifying Securityholder or as deemed necessary by the Representative in generalconnection with this Agreement, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the any other agreements contemplated in this Agreement)agreements, certificatesinstruments, receipts, consents, elections, instructions and other documents contemplated byhereby or executed in connection herewith. The powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the Merger and the death, incapacity, bankruptcy, dissolution or deemed liquidation of each Indemnifying Securityholder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Indemnifying Securityholder of the whole or any fraction of his, her or its interest in the Indemnification Escrow Funds. All decisions and actions by the Representative or omitted to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective binding upon each Indemnifying Securityholder and absolutely binding on each Stockholder such Indemnifying Securityholder’s successors as if expressly confirmed and Optionholder notwithstanding any contrary action of ratified in writing by such Indemnifying Securityholder, and no Indemnifying Securityholder shall have the right to object, dissent, protest or direction from such Stockholder or Optionholderotherwise contest the same, except for decisions, actions or omissions of the Representative constituting willful misconduct or gross negligencemisconduct. The death Representative shall have no duties or incapacityobligations hereunder or under the Escrow Agreement, or dissolution or other termination including any fiduciary duties, except those set forth herein and in the Escrow Agreement, and such duties and obligations shall be determined solely by the express provisions of existencethis Agreement and the Escrow Agreement, and for purposes of any Stockholder or Optionholder shall not terminate the authority and agency clarity, there are no obligations of the Representative. ParentRepresentative in any ancillary agreement, Merger Sub and any other party to any document contemplated by this Agreement in dealing schedule, exhibit or the Disclosure Schedule; (b) Certain Indemnifying Securityholders have entered into an engagement agreement with the Representative may conclusively to provide direction to the Representative in connection with its services under this Agreement and absolutely relythe Representative engagement agreement (such Indemnifying Securityholders, without inquiryincluding their individual representatives, upon collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Representative Group”), shall be liable to any Indemnifying Securityholder for any act done or omitted hereunder, under the Escrow Agreement or under the Representative engagement agreement as the Representative Group while acting in good faith (and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith) and without gross negligence or willful misconduct. The Representative Group shall be indemnified, defended, held harmless and reimbursed by each Indemnifying Securityholder severally (based on each Indemnifying Securityholder’s Indemnity Allocation Percentage), and not jointly, against all losses, liabilities, claims, damages, fees, costs, expenses (including reasonable attorneys’ fees and costs of other skilled professional and in connection with seeking recovery from insurers), judgments, fines and amounts paid or incurred by the Representative Group in connection with any Claim, action, suit or proceeding to which the Representative Group is made a party by reason of the fact that such Person is or was acting as the Representative Group pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations on behalf of the Indemnifying Securityholder) (collectively, the “Representative Expenses”). Any and all amounts paid or incurred by the Representative Group in connection with any Claim, action, suit or proceeding to which the Representative Group or such other Person is made a party by reason of the fact that it is or was acting as the Representative Group pursuant to the terms of this Agreement are on behalf of the Indemnifying Securityholders (and, not for the avoidance, on behalf of the Representative in any other capacity, as the act a Stockholder or otherwise); (c) The Representative Group shall not incur any liability to any Indemnifying Securityholder by virtue of the Stockholder failure or Optionholder.refusal of the Representative Group for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder. The Representative Group shall have no liability in respect of any action, Claim or proceeding brought against any such Person by any Indemnifying Securityholder, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if any such Person took or omitted taking any action in good faith; (d) The Representative shall not be liable represents and warrants that it is a limited liability company, duly organized, validly existing and in good standing under the Laws of Delaware, and it has the requisite limited liability company power and authority, and has taken all limited liability company action necessary or required, to any Stockholderexecute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by Representative and, 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 Representative in its role as Representative under or in connection with assuming that this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of Representative, and subject to the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise Laws of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub.agency; (e) The Representative may resign upon thirty (30) day notice in the event of circumstances rendering it impracticable for the Representative to continue to effectively serve, including amendments increasing Representative’s responsibilities without its consent or failure to pay amounts due to Representative. The immunities and rights to indemnification shall receive reimbursement fromsurvive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. The rights and obligations of the Representative pursuant to this Agreement, and the grant of authority to such Representative set forth in this Section 12.13 may be indemnified fromassigned from time to time or a vacancy in such position may be filled upon written consent of the Indemnifying Securityholders receiving a majority-in-interest of the Merger Consideration received in the aggregate by the Indemnifying Securityholders; provided, however, that no such assignment shall be effective unless and until (i) evidence of the consent referred to in the immediately preceding sentence is provided to Parent and (ii) the assignee of such rights and obligations becomes a party to this Agreement by executing a joinder in a form reasonably acceptable to Parent. Upon any such assignment, the Person accepting and assuming the rights and obligations of the Representative shall become, for all purposes, the Representative Escrow Accounthereunder; (f) If the Representative incurs or pays or causes to be paid, any Representative Expenses (on behalf of the Indemnifying Securityholders) in connection with any obligation or liability of the Representative or of an Indemnifying Securityholder in connection with the transactions contemplated hereby (including, for the avoidance of doubt, the Purchase Price Adjustments or the indemnification of the Parent Indemnified Parties under Article XI), any such Representative Expenses incurred may be reimbursed, first, when and as incurred, from the Representative Holdback Amount, second, and, if not so reimbursed from the Representative Holdback Amount, then the Representative shall be reimbursed from any distribution of the Indemnification Escrow Funds otherwise distributable to the Indemnifying Securityholders at the time of distribution, and third, the Representative shall be indemnified, held harmless and reimbursed directly by each Indemnifying Securityholder severally (based on each Indemnifying Securityholder’s Indemnity Allocation Percentage), and not jointly, for such amount(s)). The Indemnifying Securityholders acknowledge that the Representative shall not be required 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 or pursuant to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (g) The Representative Holdback Amount shall be held by the Representative in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative letter agreement, or (ii) as otherwise determined by the Advisory Group. The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Representative Holdback Amount 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 Holdback Amount, and has no tax reporting or income distribution obligations. The Indemnifying Securityholders will not receive any interest on the Representative Holdback Amount and assign to the Representative any such interest. Subject to Advisory Group approval, the Representative may contribute funds to the Representative Holdback Amount from any consideration otherwise distributable to the Indemnifying Securityholders. Following the resolution of all expensesClaims and the termination of the Representative’s duties and obligations hereunder, charges under the Escrow agreement and liabilitiesunder the Representative engagement agreement, including reasonable attorneys’ fees, and upon full reimbursement of all Representative Expenses incurred by the Representative in the performance or discharge of its duties pursuant hereunder, under the Escrow Agreement or under the Representative engagement agreement, the Representative shall distribute, or caused to this Section 11.13 be distributed, all remaining funds in the Representative Holdback Amount held by it on behalf of the Indemnifying Securityholders to Paying Agent for further distribution to the Indemnifying Securityholders; (h) The Representative shall be entitled to: (i) rely upon the “Final Securityholder 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 Indemnifying Securityholder or other party; and (i) Notwithstanding anything to the contrary set forth herein, the Representative Expenses”)Group and its Affiliates shall not be liable for any loss to any Indemnifying Securityholder for any action taken or not taken by the Representative Group or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Parent or the Merger Sub or the Surviving Corporation.

Representative. (a) The Company agrees that GS Capital Partners VIRepresentative shall, L.P. shall by virtue of the Merger and the resolutions adopted by the Preferred Stockholders, be the agent and irrevocably appointed attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act foract, for and on behalf of, of any or all of the Preferred Stockholders and the Optionholders (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 in 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 other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power consummation of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements transactions contemplated hereby, (iii) including to act as the representative of the Preferred Stockholders and the Optionholders to review and authorize all setoffs, claims and disputes other payments authorized or directed by the Escrow Agreement and dispute or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent Brooktrout and the Surviving Corporation any claims asserted hereunder thereunder and to authorize payments to be made with respect thereto, (v) and to take such further actions as are authorized in this Agreement and Agreement. The Representative shall not be liable to any Preferred Stockholder, Brooktrout, the Surviving Corporation or any other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, person with respect to any action taken or deemed omitted to be taken by the Representative to be necessary under or desirable in connection withwith this Agreement unless such action or omission results from or arises out of fraud, this Agreementgross negligence, willful misconduct or bad faith on the other agreements contemplated hereby 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 transactions contemplated herein or therein. Parent Surviving Corporation, and Merger Sub 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 and Optionholder. Notices given who votes in favor of the Merger pursuant to the Representative terms hereof, by such vote, without any further action, and each Preferred Stockholder who receives any portion of the Merger Consideration in accordance connection with the provisions of this Agreement shall constitute notice to the Stockholders Merger, by acceptance thereof and the Optionholders for all purposes under this Agreement. (c) The without any further action, confirms such appointment of the Representative and authority and acknowledges any agrees that such appointment is an agency irrevocable and coupled with an interest interest, it being understood that the willingness of Brooktrout and Canal to enter into this Agreement is irrevocable and any action taken by based, in part, on the Representative pursuant appointment of a representative to act on behalf of the authority granted Preferred Stockholders as provided in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder1.14. (d) The 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIEach Shareholder hereby designates and appoints (and each Permitted Transferee of each such Shareholder is hereby deemed to have so designated and appointed) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (the “Representative”), L.P. shall be the agent and attorneyacting jointly or individually, as its attorneys-in-fact with full power of substitution for each of the Stockholders and the Optionholders them, to act serve as the Representative under representative of such Shareholder to perform all such acts as are required, authorized or contemplated by this Agreement and to be performed by such Shareholder (including the other agreements contemplated hereby voting of the Subject Shares in accordance with Sections 4(a) and 4(b)), and hereby acknowledges that the terms of Representative shall be authorized to take any action so required, authorized or contemplated by this Section 11.13Agreement. In Each such Shareholder further acknowledges that the event of foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the resignation, death or incapacity of such Shareholder. Each such Shareholder hereby authorizes (and each such Permitted Transferee of such Shareholder shall be deemed to have authorized) the other parties hereto to disregard any notices or other action taken by such Shareholder pursuant to this Agreement, except for notices and actions taken by the Representative, . Purchaser is and will be entitled to rely on any action so taken or any notice given by the Representative and is and will be entitled and authorized to give notices only to the Representative for any notice contemplated by this Agreement to be given to any such Shareholder. A successor to the Representative may be chosen by a successor representative reasonably satisfactory majority in interest of the Shareholders; provided that notice thereof is given by the new Representative to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representativePurchaser. (b) The Representative is Notwithstanding the generality of Section 6(a), each Shareholder hereby authorized constitutes and empowered to act forappoints the Representative, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution in substitution, as the premises) in connection with such matters as are reasonably necessary for proxy pursuant to the consummation provisions of the transactions contemplated Maryland General Corporation Law and attorney of such Shareholder, and hereby authorizes and empowers the Representative, acting individually or jointly, to represent, vote and otherwise act (by voting at any meeting of the shareholders of the Company, by written consent in this Agreement and the other agreements contemplated hereby including: (ilieu thereof or otherwise) to receive all payments owing with respect to the Stockholders Subject Shares owned or held by such Shareholder regarding the Optionholders under matters referred to in Sections 4(a) and 4(b) until the termination of this Agreement, (ii) to the same extent within and with the power of the Stockholders same effect as such Shareholder might or could do under applicable law, rules and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or thereinregulations. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given The proxy granted pursuant to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative immediately preceding sentence is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective irrevocable. Each Shareholder hereby revokes any and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action all previous proxies or powers of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), attorney granted with respect to any action taken or omitted to be taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder Subject Shares owned or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made held by Parent or Merger Subsuch Shareholder. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIBy virtue of the execution of this Agreement or acceptance of any consideration pursuant to this Agreement, L.P. shall be each Unitholder irrevocably nominates, constitutes and appoints the Representative as the true and lawful agent and attorney-in-fact for each attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Stockholders Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to do all things and to perform all acts, including (1) amending the Optionholders Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to act as the Representative determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other agreements instruments contemplated hereby by, or deemed advisable in accordance with connection with, the terms of this Section 11.13Transaction Documents. In Any such actions taken by the event Representative on behalf of the resignationUnitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or incapacity other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the Representative, a successor representative reasonably satisfactory power of attorney provided to Parent shall thereafter be appointed the Representative by an instrument in writing signed by Parent TAMUS is revocable and such successor representativesubject to termination. (b) The All decisions and actions by the Representative, including any agreement between the Representative is hereby authorized and empowered Buyer relating to act for, and on behalf of, any or all the determination of the Stockholders Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation disbursement of the transactions contemplated in Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Escrow Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy in respect thereof, (iv) shall be binding upon the Unitholders, and no Unitholder shall have the right to negotiate and compromise on their behalf with Parent object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this AgreementTAMUS. (c) The appointment Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative is an agency coupled with an interest as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and is irrevocable facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any action taken claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of Escrow Agreement or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in its role as reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, unless such action the Escrow Agreement or omission results from any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or arises out of willful misconduct or gross negligence on the part of by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the Representative shall not be liable successors to any Stockholder such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or Optionholder in the event that, in the exercise of his or its reasonable judgmentotherwise. As to TAMUS, the Representative believes there must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will not be adequate resources available to cover potential indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to contest a dispute (including a claim made for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by Parent the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Merger SubRoyalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative At the Closing, Buyer shall receive reimbursement from, and be indemnified from, deliver [***] Dollars ($[***]) to the Representative Escrow Account(the “Representative’s Fund”), for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the performance purposes of paying directly, or discharge reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that 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’s Fund other than as a result of its duties pursuant bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 11.13 (the “Representative Expenses”)9.1.

Representative. (a) The Company agrees that GS Capital Partners VIEach of the Sellers irrevocably appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Representative”) with power of designation and assignment as his, L.P. shall be the agent her or its true and lawful attorney-in-fact for each and agent with full power of the Stockholders and the Optionholders substitution, to act solely and exclusively on behalf of, and in the name of, such Seller with the full power, without the consent of such Seller, to exercise as the Representative deems appropriate, the powers which such Seller could exercise under the provisions of this Agreement, the Non-Oak Sellers Indemnity Escrow Agreement or the Oak Indemnity Escrow Agreement and to take all actions necessary or appropriate in the judgment of the Representative in connection with this Agreement, the Non-Oak Sellers Indemnity Escrow Agreement and the Oak Indemnity Escrow Agreement, which shall include the power and authority to amend, modify, waive or provide consent with respect to, any provision of this Agreement, the Non-Oak Sellers Indemnity Escrow Agreement or the Oak Indemnity Escrow Agreement and to execute, deliver and accept such waivers and consents and any and all notices, documents, certificates or other papers to be delivered in connection with this Agreement, the Non-Oak Sellers Indemnity Escrow Agreement and the Oak Indemnity Escrow Agreement and the consummation of the Contemplated Transactions as the Representative may deem necessary or desirable. A decision, act, consent, or instruction of the Representative shall constitute a decision, act, consent or instruction of all of the Sellers and shall be final, binding and conclusive on each Seller. All decisions, acts, consents or instructions of the Representative may be relied upon by any third party as being the decision, act, consent or instruction of every Seller. In any Third Party Defense in which more than one Seller is an Indemnitor, the Representative shall act on behalf of all Seller Indemnitors. The Buyer and the Buyer Indemnitees, if applicable, will be entitled to rely exclusively upon any notices and other acts of the Representative as being legally binding acts of each Seller individually and the Sellers collectively. The appointment and power of attorney granted by each Seller to the Representative shall be deemed coupled with an interest and all authority conferred hereby shall be irrevocable whether by death or incapacity of any such Seller or the occurrence of any other event or events. (b) Each Seller acknowledges and agrees that the Representative will not be liable to the Sellers for any act done or omitted hereunder as the Representative while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith. The Sellers will, jointly and severally, indemnify the Representative and hold it harmless against any Losses incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of his duties under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Non-Oak Sellers Indemnity Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Oak Indemnity Escrow Agreement. (c) The appointment Each of the Representative is an agency coupled with an interest and is irrevocable and any action taken by Sellers will reimburse the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of for his, her or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, its Pro Rata Share of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parentout-of-pocket, Merger Sub and any other independent, third-party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs fees and expenses to contest a claim made by Parent or Merger Sub. (eincluding fees and expenses of counsel, accountants and other advisors) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative that arise out of or are in connection with the performance acceptance or discharge administration of its the Representative’s duties pursuant to under this Section 11.13 (Agreement and the “Representative Expenses”)Non-Oak Sellers Indemnity Escrow Agreement and the Oak Indemnity Escrow Agreement.

Representative. (a) The Company agrees that GS Capital Partners VI▇▇▇▇▇▇▇ ▇▇▇▇ is hereby appointed, L.P. shall be authorized and empowered to act the Representative, for the benefit of Sellers and the Equityholders, as the exclusive agent and attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf ofof each Seller and Equityholder, 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 and to facilitate the consummation of the transactions contemplated hereby, including pursuant to the Related Agreements, which will include the power and authority: (i) to execute and deliver the Related Agreements (with such amendments, modifications or changes therein as to which the Representative, in its sole discretion, will have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to negotiate, execute and deliver such waivers, modifications, amendments, consents and other documents required or permitted to be given in connection with this Agreement and the other agreements Related Agreements and the consummation of the transactions contemplated hereby including: and thereby as the Representative, in its sole discretion, may deem necessary or desirable; (iiii) to take any action on behalf of Sellers and the Equityholders or any individual Seller or Equityholder that may be necessary or desirable, as determined by the Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to the adjustments or payments contemplated by Section 2.4; (iv) to collect and receive all payments owing moneys and other proceeds and property payable to the Stockholders Representative, RGA or the Optionholders Equityholders from Purchasers as described herein or in the Related Agreements, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative will disburse and pay, except as otherwise provided hereunder, any amount payable to RGA or the Equityholders to each of RGA or Equityholders as set forth in the operating agreement of RGA and/or in accordance with the allocation principles set forth on Schedule 2.5; (v) as the Representative, to enforce and protect the rights and interests of Sellers and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Related Agreements or the transactions provided for herein or therein, and to take any and all actions which the Representative believes are necessary or appropriate under the Related Agreements or this Agreement, including actions in connection with the determination of any payment due hereunder or thereunder for and on behalf of Sellers or Equityholders, including (iiA) to the extent within the power of the Stockholders and Optionholders to do soassert any claim or institute any action, to terminateproceeding or investigation; (B) investigate, amenddefend, waive contest or litigate any provision ofclaim, action, proceeding or investigation initiated by an MMT Party or any other Person, or abandonby any federal, state or local Governmental Authority against the Representative or any Seller or Equityholder, and receive process on behalf of any or all Sellers or Equityholders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative will determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement or the other agreements contemplated herebyRelated Agreements; and (E) file and prosecute appeals from any decision, (iii) to act as judgment or award rendered in any such action, proceeding or investigation, it being understood that the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent Representative will not have any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) obligation to take any such further actions as are authorized in this Agreement and the other agreements contemplated herebyactions, and will not have any liability for any failure to take any such actions; (vi) in generalto refrain from enforcing any right of any Seller, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, Equityholder or deemed by the Representative arising out of or under or in any manner relating to be necessary or desirable in connection with, this Agreement, the Related Agreements or any other agreements contemplated hereby agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement, will be deemed a waiver of any such right or interest by the Representative or by such Seller or Equityholder unless such waiver is in writing signed by the waiving party or by the Representative; and (vii) to make, execute, acknowledge, deliver and receive all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement, the Related Agreements, and all other agreements, documents or instruments referred to herein or thereintherein or executed in connection herewith and therewith. (b) All actions decisions and instructions of the Representative will be conclusive and binding upon all of Sellers the Equityholders and no Seller, Equityholder or any other Person acting on behalf of any Seller will have any claim or cause of action against the Representative, and the Representative will have no liability to any Seller, Equityholder or any other Person acting on behalf of any Seller or Equityholder, for any action taken, decision made or instruction given by the Representative in connection with this Agreement or any Related Agreements, except in the case of the Representative’s own gross negligence or willful misconduct. Parent and Merger Sub shall In the performance of its duties hereunder, the Representative will be entitled to rely on such appointment upon any document or instrument reasonably believed by it to be genuine, accurate as to content and signed by any Seller, any Equityholder, any MMT Party or any other Person. The Representative may assume that any Person purporting to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative give any notice in accordance with the provisions of this Agreement shall constitute notice hereof has been duly authorized to the Stockholders and the Optionholders for all purposes under this Agreementdo so. (c) The appointment Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and in any other document delivered in connection herewith; provided, that the Representative will have no obligation to act on behalf of Sellers or the Equityholders. The Representative will at all times be entitled to rely on any directions received from Equityholders which collectively owned, as of immediately prior to the Closing, more than 75% of the equity securities of Sellers; provided, that the Representative is an agency coupled with an interest will not be required to follow any such direction, and is irrevocable and will be under no obligation to take any action taken by in its capacity as the Representative pursuant based upon such direction. The Representative will be entitled to engage such counsel, experts and other agents and consultants as it may deem necessary in connection with exercising its powers and performing its function hereunder and (in the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action absence of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate on the authority and agency part of the Representative) will be entitled to conclusively rely on the opinions and advice of such Persons. ParentNotwithstanding anything to the contrary contained herein, Merger Sub and any other party the Representative in its capacity as such will have no fiduciary duties or responsibilities to any document contemplated by this Agreement in dealing Seller or Equityholder and no duties or responsibilities except for those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Seller or Equityholder will otherwise exist against or with respect to the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative in its capacity as the act of the Stockholder or Optionholdersuch. (d) The In no event will the Representative shall not be liable to any StockholderSeller or Equityholder hereunder or in connection herewith for any special, Optionholder indirect, consequential, contingent, speculative, punitive or to exemplary damages, or lost profits, diminution in value or any other Person (damages based on any type of multiple of earnings, cash flow or similar measure or for any liabilities resulting from the actions of a Seller or Equityholder other than Parent or Merger Sub), with respect the Representative acting in its capacity as such. The MMT Parties will have the right to any action rely upon all actions taken or omitted to be taken by the Representative in its role as Representative under pursuant to this Agreement and the Related Agreements, including the calculations required by Section 2.4, all of which actions or in connection omissions will be legally binding upon Sellers and the Equityholders. The grant of authority provided for herein (i) is coupled with this Agreement, unless such action an interest and will be irrevocable by any act of any Seller or omission results from or arises out by operation of willful misconduct or gross negligence on the part Law and all of the Representativeindemnities, immunities, authority and power granted to the Representative shall not be liable to hereunder will survive the death, incompetency, bankruptcy or liquidation of any Stockholder Seller and (ii) will survive the Closing or Optionholder in the event that, in the exercise any termination of his this Agreement or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subany Related Agreements. (e) The Representative shall receive reimbursement fromwill not be liable to any Seller or Equityholder for any act done or omitted hereunder as Representative while acting in good faith. Sellers and the Equityholders will indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representative or any of its Affiliates and any of their respective partners, members, attorneys, accountants, advisors or controlling Persons and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative. Each MMT Party (on its behalf and on behalf of its Affiliates) acknowledges that the Representative is party to this Agreement solely for purposes of serving as the “Representative” hereunder and no claim will be indemnified frombrought by or on behalf of an MMT Party or any of its Affiliates against the Representative with respect to this Agreement or the agreements or transactions contemplated hereby or any certificate, opinion, instrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” at or prior to the Closing will not be deemed to require performance by, or be an agreement of, the Representative Escrow Accountunless performance by the Representative is expressly provided for in such covenant or the Representative expressly so agrees). (f) All out-of-pocket fees and expenses (including legal, for any accounting and all other advisors’ fees and expenses, charges and liabilities, including reasonable attorneys’ fees, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement or the performance or discharge Related Agreements will be paid out of its duties the Representative Fund from time to time, as and when such fees and expenses are incurred. In the event that the amount of the Representative Fund is insufficient to satisfy all expense reimbursement and indemnification payments to which the Representative is entitled pursuant to this Section 11.13 9.13 upon written notice from the Representative to the Equityholders as to the existence of a deficiency toward the payment of any such expense reimbursement or indemnification amount, as the case may be, each Equityholder will promptly deliver to the Representative full payment of such Equityholder’s Pro Rata Portion of the amount of such deficiency. The Representative will establish such terms and procedures for administering, investing and disbursing any amounts from the Representative Fund 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 Fund remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then the Representative will distribute to each Equityholder, by wire transfer of immediately available funds to an account designated by each Equityholder, such Equityholder’s Pro Rata Portion of such remaining balance of the Representative Fund. (g) Any resignation by the “Representative Expenses”)will not be effective until a new Representative will be appointed by Equityholders who held more than 50% of the aggregate equity securities of Sellers, immediately prior to the Closing.

Representative. (a) The Company agrees that GS Capital Partners VIBy executing this Agreement, L.P. shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders TRA Parties shall be deemed to act as have irrevocably appointed the Representative under this Agreement as its agent and the other agreements contemplated hereby attorney in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (fact with full power of substitution in to act from and after the premises) in connection with date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters as are reasonably necessary for the consummation of the transactions contemplated in under this Agreement and the other agreements contemplated hereby Agreement, including: (i) execution of the documents and certificates required pursuant to receive all payments owing this Agreement; (ii) except to the Stockholders or the Optionholders under extent provided in this Agreement, (ii) receipt and forwarding of notices and communications pursuant to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, Agreement; (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, administration of the provisions of this Agreement; (v) to take such further actions as are authorized in this Agreement any and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, electionswaivers, instructions and other documents contemplated by, amendments or modifications deemed by the Representative to be necessary or desirable appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection withtherewith; (vi) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vii) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this AgreementAgreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (viii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA Parties. (b) If any Representative is unable, as determined by PubCo in its reasonable discretion, to serve as the Representative or resigns as the Representative, a successor Representative shall be appointed by the TRA Parties who held (or whose predecessors held), as of the date of the consummation of the IPO, the other agreements contemplated hereby majority of the DM Units then held by all TRA Parties (or their predecessors), excluding in each case DM Units with respect to which Early Termination Payments have been made. Each successor Representative shall sign an acknowledgment in writing agreeing to perform and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact bound by all of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice applicable to the Stockholders Representative and the Optionholders for shall have all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest power, authority, rights and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated privileges conferred by this Agreement in dealing with upon the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholderoriginal Representative. (d) The 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIIn order to efficiently administer the transactions contemplated hereby, L.P. shall including (i) the determination of the Final Closing Adjustment and the Adjusted Purchase Price, (ii) the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated hereby and (iii) the defense and/or settlement of any claims for which the Sellers may be required to indemnify the agent and Buyer pursuant to this Agreement, the Sellers hereby designate the Representative as their representative, attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representativeagent. (b) The Sellers hereby authorize the Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive make all payments owing decisions relating to the Stockholders or determination of the Optionholders under this AgreementFinal Closing Adjustment and the Adjusted Purchase Price pursuant to Section 1.4, (ii) to take all action necessary in connection with the extent within waiver of any condition to the power obligations of the Stockholders Company and Optionholders the Sellers to do so, to terminate, amend, waive any provision ofconsummate the transactions contemplated hereby, or abandon, this Agreement or the other agreements contemplated herebydefense and/or settlement of any claims for which the Sellers may be required to indemnify the Buyer pursuant to Article VII hereof, (iii) to act as give and receive all notices required to be given under the representative of the Stockholders Agreement and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate take any and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments all additional action as is contemplated to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and taken by or on behalf of the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed Sellers by the Representative to be necessary or desirable in connection with, terms of this Agreement, including the other agreements contemplated hereby and amendment hereof, and/or the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Escrow Agreement. (c) The appointment In the event that the Representative becomes unable to perform his responsibilities hereunder or resigns from such position, the Sellers (acting by the vote of the Sellers who immediately prior to the Closing held at least a majority of the outstanding Company Shares) shall select another representative to fill the vacancy of the Representative is an agency coupled with an interest and is irrevocable and any action taken initially chosen by the Representative pursuant to the authority granted in this Section 11.13 Sellers, and such substituted representative shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of deemed to be the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination for all purposes of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with and the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholderdocuments delivered pursuant hereto. (d) A decision, act, consent, instruction or action of the Representative, including any agreement between the Representative and the Buyer relating to the determination of the Final Closing Adjustment, the Adjusted Purchase Price or the defense or settlement of any claims for which the Sellers may be required to indemnify the Buyer pursuant to Article VII hereof, shall constitute a decision, act, consent, instruction or action of all Sellers and shall be binding and conclusive upon each of such Sellers, and the Buyer 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 Representative shall not be liable Buyer and the Escrow Agent are hereby relieved from any liability to any StockholderSeller for any acts done by them in accordance with such decision, Optionholder act, consent, instruction or action of the Representative. (e) By his, her or its execution of this Agreement, each Seller agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Final Closing Adjustment and the Adjusted Purchase Price, the settlement of any claims for indemnification by the Buyer pursuant to Article VII or any other Person (other than Parent actions required or Merger Sub), with respect to any action taken or omitted permitted to be taken by the Representative hereunder, and no party shall have any cause of action against the Buyer for any action taken by the Buyer in its role as reliance upon the instructions or decisions of the Representative; (ii) no Seller shall have any cause of action against the Representative for any action taken, decision made or instruction given by the Representative under this Agreement, except for fraud or willful breach of this Agreement by the Representative; (iii) the provisions of this Section 1.7 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Seller may have in connection with the transactions contemplated by this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part ; (iv) remedies available at Law for any breach of the Representativeprovisions of this Section 1.7 are inadequate; therefore, the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if the Buyer brings an action to enforce the provisions of this Section 1.7; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Seller, and any references in this Agreement to a Seller or the Representative Sellers shall not be liable mean and include the successors to any Stockholder or Optionholder in the event thatSeller’s rights hereunder, in the exercise of his or its reasonable judgmentwhether pursuant to testamentary disposition, the Representative believes there will not be adequate resources available to cover potential costs Laws of descent and expenses to contest a claim made by Parent distribution or Merger Subotherwise. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VI, L.P. shall be Each Shareholder irrevocably appoints Min Juang (the agent “Representative”) with power of designation and assignment as its true and lawful attorney-in-fact for each and agent with full power of the Stockholders and the Optionholders substitution, to act as the Representative under this Agreement solely and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act for, and exclusively on behalf of, any and in the name of, such Shareholder with the full power, without the consent of such Shareholder, to exercise as the Representative in its sole discretion deems appropriate, the powers which such Shareholder could exercise under the provisions of this Agreement and to take all actions necessary or all appropriate in the judgment of the Stockholders and the Optionholders (with full power of substitution in the premises) Representative in connection with this Agreement, which shall include the power and authority to amend, modify, waive or provide consent with respect to, any provision of this Agreement and to execute, deliver and accept such matters as are reasonably necessary for waivers and consents and any and all notices, documents, certificates or other papers to be delivered in connection with this Agreement and the consummation of the transactions contemplated hereby as the Representative, in its sole discretion, may deem necessary or desirable; provided that the Representative may not amend this Agreement without the consent of such Shareholder if the consideration to be received by such Shareholder pursuant to Article II hereof will be reduced by the proposed amendment or if such Shareholder will be disproportionately and adversely affected by the proposed amendment relative to the other agreements contemplated hereby including: (i) Shareholders of the same class. The Representative shall have the power to receive all payments owing waive, on behalf of each Shareholder, any attorney-client privileges in connection with communications between such Shareholder and counsel to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable Acquired Companies in connection with, this Agreement, the other agreements contemplated hereby and with the transactions contemplated herein or thereinhereunder. Parent The Buyer and Merger Sub shall the Buyer Indemnitees, if applicable, will be entitled to rely on such appointment exclusively upon any notices and to treat other acts of the Representative as the duly appointed attorney-in-fact being legally binding acts of each Stockholder Shareholder individually and Optionholderthe Shareholders collectively. Notices given The appointment and power of attorney granted by each Shareholder to the Representative shall be deemed coupled with an interest and all authority conferred hereby shall be irrevocable whether by death or incapacity of any such Shareholder or the occurrence of any other event or events. (b) Each Shareholder acknowledges and agrees that the Representative will not be liable to such Shareholder for any act done or omitted hereunder as the Representative while acting in accordance good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith. The Shareholders will jointly and severally indemnify the Representative and hold it harmless against any Losses incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the provisions acceptance or administration of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes its duties under this Agreement. (c) The appointment of Shareholders will reimburse the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existencetheir pro rata share, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parentout-of-pocket, Merger Sub and any other independent, third-party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs fees and expenses to contest a claim made by Parent or Merger Sub. (eincluding fees and expenses of counsel, accountants and other advisors) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative that arise out of or are in connection with the performance acceptance or discharge administration of its the Representative’s duties pursuant to under this Section 11.13 (the “Representative Expenses”)Agreement.

Representative. (a) The Company agrees that GS Capital Partners VI, L.P. shall be Participant hereby consents to the appointment of Fortis Advisors LLC (the “Representative”) as his or her agent and true and lawful attorney-in-fact with the powers and authority as set forth in the Merger Agreement. The Representative shall be the exclusive agent for each and on behalf of Participant to (i) execute, as Stockholders’ Agent, the Merger Agreement and any agreement or instrument entered into or delivered in connection with the transactions contemplated thereby; (ii) give and receive notices, instructions, and communications permitted or required under the Merger Agreement or any other agreement, document or instrument entered into or executed in connection therewith, for and on behalf of Participant, to or from Acquiror (on behalf of itself or any other Indemnified Person) relating to the Merger Agreement or any of the Stockholders transactions and other matters contemplated thereby (except to the Optionholders extent that the Merger Agreement expressly contemplates that any such notice or communication shall be given or received by each Participant individually); (iii) review, negotiate and agree to act as and authorize deliveries to Acquiror of from the Representative under this Agreement Holdback Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to ARTICLE 8 of the Merger Agreement; (iv) object to such claims pursuant to Section 8.5 of the Merger Agreement; (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of Participant or necessary in the judgment of the Stockholders’ Agent for the accomplishment of the foregoing and all of the other agreements contemplated hereby terms, conditions and limitations of the Merger Agreement; (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Converting Holders and Management Plan Participants; (vii) consent or agree to any amendment to the Merger Agreement or to waive any terms and conditions of the Merger Agreement providing rights or benefits to the Participants (other than with respect to the payment of the Merger Consideration) in accordance with the terms of this Section 11.13. In thereof and in the event manner provided therein; and (viii) take all actions necessary or appropriate in the judgment of the resignation, death or incapacity Stockholders’ Agent for the accomplishment of the Representativeforegoing, a successor representative reasonably satisfactory in each case without having to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) seek or obtain the consent of any Person under any circumstance. The Representative is hereby authorized shall be the sole and empowered exclusive means of asserting or addressing any of the above, and Participant shall not have any right to act foron its own behalf with respect to any such matters, other than any claim or dispute against the Representative. This appointment of agency and on behalf of, any or all of the Stockholders and the Optionholders (with full this power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative attorney is an agency coupled with an interest and is will be irrevocable and will not be terminated by Participant or by operation of law, whether by the death or incapacity of Participant or the occurrence of any other event, and any action taken by the Representative will be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not any Converting Holder or Management Plan Participant or the Representative will have received any notice thereof. (b) All expenses, if any, reasonably incurred by the Representative in connection with the performance of his duties as the Representative will be borne and paid by the Converting Holders and Management Plan Participants, including Participant (the “Stockholder Representative Expenses”). If the Agent Expense Fund is exhausted and if not otherwise paid directly to the Representative by the Converting Holders or Management Plan Participants, the Stockholder Representative Expenses may be recovered by the Representative from the Holdback Fund otherwise distributable to the Converting Holders and Management Plan Participants (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) after the expiration of the Holdback Period pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions terms of the Representative constituting willful misconduct or gross negligence. Merger Agreement, at the time of distribution, and such recovery will be made from the Converting Holders and Management Plan Participants according to their respective Pro Rata Shares. (c) The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with Person serving as the Representative may conclusively and absolutely rely, without inquiry, upon any act be replaced from time to time by the holders of a majority in interest of the Representative as the act of the Stockholder or OptionholderHoldback Fund upon not less than thirty (30) days’ prior written notice to Acquiror. (d) The Representative Converting Holders and Management Plan Participants shall not be liable to severally indemnify the Stockholders’ Agent Group and hold harmless the Stockholders’ Agent Group against any Stockholderlosses, Optionholder or to any other Person liabilities, claims, damages, costs, fees, expenses (other than Parent or Merger Sub)including fees, with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or disbursements and costs of skilled professionals and in connection with this Agreementseeking recovery from insurers), unless such action judgments, fines or omission results from or arises out of amounts paid in settlement incurred without gross negligence, willful misconduct or gross negligence bad faith on the part of the RepresentativeStockholders’ Agent Group and arising out of or in connection with the acceptance or administration of its duties under the Merger Agreement, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its including all reasonable judgment, the Representative believes there will not be adequate resources available to cover potential out-of-pocket costs and expenses to contest a claim made and legal fees and other legal costs reasonably incurred by Parent or Merger Subthe Stockholders’ Agent. (e) The Representative shall receive reimbursement fromAny notice or communication given or received by, and be indemnified fromany decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Representative Escrow Accountthat is within the scope of the Representative’s authority under Section 8.7(a) of the Merger Agreement 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 the Converting Holders and Management Plan Participants and shall be final, binding and conclusive upon each such Converting Holder and Management Plan Participant; and each Indemnified Person shall be entitled to rely exclusively 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 Converting Holder and Management Plan Participant. Acquiror and the other Indemnified Persons have been relieved from any Liability to any Person for any and all expensesacts done by them in accordance with such notice, charges and liabilitiescommunication, including reasonable attorneys’ feesdecision, incurred by action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”)Representative.

Representative. (a) The Company agrees I hereby designate ▇▇▇▇▇▇▇ ▇▇▇▇▇ to act as my “Purchaser Representative” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act in connection with evaluating the merits and the risks of an investment in the Parent Common Stock. I hereby designate ▇▇▇▇▇▇▇ ▇▇▇▇▇ as my “Representative” as such term is used in the Merger Agreement and I recognize that GS Capital Partners VIthe Representative is appointed, L.P. shall authorized and empowered to be the exclusive proxy, representative, agent and attorney-in-fact for of myself and of each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignationCompany Holders, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution and resubstitution (and such power of attorney being deemed to be an irrevocable power coupled with an interest), to undertake all actions and responsibilities as specified in the premises) in connection with such matters as are reasonably necessary for the consummation Section 9.6 of the transactions contemplated Merger Agreement. All authority conferred or agreed to be conferred in this Company Holder Agreement and the other agreements contemplated hereby including: all of my obligations hereunder will be binding upon my successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreementcollectively, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney“Successors-in-fact of each Stockholder Interest”) and Optionholderwill not be affected by, and will survive, my death, incapacity or bankruptcy. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders I acknowledge and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. agree that Parent, Merger Sub the Surviving Corporation, and any other party to any document contemplated by this Agreement in dealing with the Representative person may conclusively and absolutely rely, without inquiry, upon any act action of the Representative as my action in all matters referred to in the act of Merger Agreement. I agree that the Stockholder or Optionholder. (d) The Representative shall not have full power and authority to represent me with respect to all matters arising under the Merger Agreement and such representation shall be liable binding upon me, as if expressly confirmed and ratified in writing by me. The Parent and the Surviving Corporation may rely on the Representative as my exclusive agent and shall incur no liability to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), party with respect to any action taken or omitted to be taken suffered by the Representative it in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subreliance thereon. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VI, L.P. shall be the agent Seller and each Founder hereby irrevocably constitutes and appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇ as its true and lawful attorney-in-fact for each of and agent (the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the “Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b”) The Representative is hereby 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 to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated in this Agreement hereby and the other agreements contemplated hereby exercise of all rights and the performance of all obligations hereunder, including: (i) receiving payments under or pursuant to receive all payments owing this Agreement and disbursements thereof to the Stockholders Seller or the Optionholders Founders, as contemplated by this Agreement; (ii) receiving and forwarding of notices and communications pursuant to this Agreement and accepting service of process; (iii) giving or agreeing to, on behalf of Seller or any of the Founders, any and all consents, waivers and amendments deemed by the Representative, in its reasonable and good faith discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; and (iv) with respect to any indemnification claims and all other matters arising under this Agreement, (iiA) to the extent within the power disputing or refraining from disputing, on behalf of Seller or any of the Stockholders and Optionholders Founders relative to do so, any amounts to terminate, amend, waive be received by the Seller or any provision of, or abandon, of the Founders under this Agreement or the other any agreements contemplated hereby, or any claim made by any Buyer Indemnified Party under this Agreement, (iiiB) to act as the representative negotiating and compromising, on behalf of Seller or any of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereofFounders, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated herebydispute that may arise under, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, exercise or deemed by the Representative to be necessary or desirable in connection withrefrain from exercising any remedies available under, this Agreement, and (C) executing, on behalf of Seller or any of the Founders, any settlement agreement, release or other document with respect to such dispute or remedy, except in each case with respect to a dispute between any Seller on the one hand and the Representative on the other agreements contemplated hand. (a) Seller and each Founder hereby agrees that: (i) in all matters in which action by the Representative is required or permitted, the Representative is authorized to act on behalf of Seller and each Founder, notwithstanding any dispute or disagreement among the transactions contemplated herein or therein. Parent Seller and Merger Sub each Founder, and any Indemnified Party shall be entitled to rely on such appointment any and to treat all action taken by the Representative as under this Agreement without any liability to, or obligation to inquire of, any Seller and each Founder, notwithstanding any knowledge on the duly appointed attorney-in-fact part of each Stockholder any Buyer Indemnified Party of any such dispute or disagreement; (ii) all decisions, actions, consents and Optionholder. Notices given to instructions by the Representative in accordance with shall be binding upon all Seller and each Founder, and no Seller nor any Founder shall have the provisions of this Agreement shall constitute right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction; (iii) notice to the Stockholders Representative, delivered in the manner provided in ‎Section 10.2, shall be deemed to be notice to each Seller and the Optionholders Founders for all the purposes under of this Agreement. ; (civ) The the appointment of the Representative is an agency coupled with an interest and is shall be irrevocable by Seller and each Founder in any action taken manner or for any reason; and (v) in the event that the person or entity serving as the Representative dies, becomes incapacitated, files for bankruptcy protection or otherwise becomes unable to serve as a representative of the Seller and each Founder, ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be the Representative. (b) Each Seller and each Founder hereby acknowledges and agrees that no Buyer Indemnified Party shall have any Liability to Seller or Founder with respect to, and the Seller shall indemnify all Indemnified Parties against, and agree to hold the Indemnified Parties harmless from, any and all Losses incurred by such Indemnified Parties arising out of any breach of this ‎Section 10.2 by the Representative or by Seller and each Founder, or the designation, appointment or actions of the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholderprovisions hereof, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), including with respect to (x) failure by the Representative to deliver funds received by the Representative on behalf of the Seller and each Founder or any other actions taken by the Representative, and (y) reliance by the Buyer Indemnified Parties on, and actions taken by the Buyer Indemnified Parties in reliance on, the instructions of, notice given by or any other action taken or omitted to be taken by the Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).. [Signature page follows]

Representative. (a) The Company agrees that GS Capital Partners VIBy executing this Agreement, L.P. shall be each Seller hereby irrevocably authorizes and appoints the agent and Representative as such Person’s attorney-in-fact for and agent, with full power of substitution, to execute and deliver the Transaction Documents (other than the Retention Documents, which shall be executed and delivered by each of the Stockholders Key People) and to take any and all actions and make any decisions required or permitted to be taken by the Optionholders Sellers pursuant to this Agreement, including, but not limited to, the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in Section 2.5 and Section 2.7; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by B▇▇▇▇; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification under this Agreement; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and each Transaction Document (other than the Retention Documents); (vi) make all elections or decisions contemplated by this Agreement and each Transaction Document; (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist the Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of the Representative for the accomplishment of the foregoing. (ix) The Representative (i) accepts her appointment and authorization to act as attorney-in-fact and agent on behalf of each such Seller in accordance with the terms of this Agreement and the Transaction Documents and (ii) agrees to perform her obligations hereunder and under the Transaction Documents, and otherwise comply with, this Agreement and the Transaction Documents. (b) Buyer shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by the Representative, and on any other action taken or purported to be taken on behalf of any Seller by the Representative, as being fully binding upon such Person. Written notices or communications to or from the Representative shall constitute notice to or from each of the Sellers. Any decision or action by the Representative hereunder, including any agreement between the Representative and Buyer relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section 5.6, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any Person, or by operation of Law. (c) Each Seller fully and completely, without restrictions, agrees (i) to be bound by all written notices received and agreements and determinations made by and documents executed and delivered by the Representative under this Agreement and the Transaction Documents (other agreements contemplated hereby in accordance with than the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent Retention Documents) and such successor representative. (b) The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders take all necessary and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further desirable actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed approved by the Representative to be necessary or desirable in connection with, this Agreementand not to take any action prejudicial or inconsistent with, the other agreements contemplated hereby and the transactions contemplated herein or thereinby the Transaction Documents (other than the Retention Documents). Parent All actions, decisions, consents and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact instructions of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions power and authority granted to her under the terms of this Agreement shall constitute notice to the Stockholders be conclusive and the Optionholders for binding upon all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest Sellers and is irrevocable shall be deemed authorized, approved, ratified and any action taken confirmed by the Representative Sellers, having the same force and effect as if performed pursuant to the authority granted direct authorization of such Seller. Buyer is hereby relieved from any liability to any Person (including any Seller) for any acts done by Buyer in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of accordance with such actions, decisions, consents or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency instructions of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The Representative shall not may resign at any time, and may be liable to removed for any Stockholder, Optionholder reason or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall the Representative in its role as resign or be removed without the Majority Holders having first appointed a new Representative under who shall assume such duties immediately upon the resignation or in connection with this Agreementremoval of the Representative. In the event of the death, unless such action incapacity, resignation or omission results from or arises out of willful misconduct or gross negligence on the part removal of the Representative, and the a new Representative shall not be liable appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Representative shall be sent to any Stockholder Buyer, such appointment to be effective upon the later of the date indicated in such consent or Optionholder the date such notice is received by Buyer; provided, that until such notice is received, Buyer shall be entitled to rely on the decisions and actions of the prior Representative as described in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubSection 5.6(a) above. (e) The Representative shall receive be entitled to reimbursement fromfrom the Sellers for all of her fees, expenses and other amounts incurred in connection with her services as the Representative under this Agreement, and be indemnified fromeach Seller shall reimburse the Representative for his, her or its Pro Rata Share of such expenses. In connection with this Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Representative hereunder, the Representative Escrow Accountshall incur no responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or any such other agreement, instrument or document, excepting only responsibility for any act or failure to act that represents willful misconduct. In performing any function accorded under this Agreement, the Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue. In addition, any error in judgment or other act or omission of the Representative pursuant to such advice shall in no event subject Representative to liability to any Seller. The Representative is serving in such capacity solely for purposes of administrative convenience, and shall not be individually liable in such capacity for any of the obligations of the Sellers hereunder; provided, that nothing in this Section 5.6(e) shall relieve any liability of any Seller hereunder in his, her or its role as such if such Seller is also serving as the Representative. 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. In accordance with their relative Pro Rata Share, each Seller shall indemnify the Representative against all Losses arising out of or in connection with any claim, investigation, challenge, action or proceeding, or in connection with any appeal thereof, relating to the acts or omissions of the Representative serving as the Sellers’ representative under this Agreement. Such indemnification shall include any and all expensesexpenses reasonably incurred in investigating, charges and liabilitiespreparing or defending against any claim, including reasonable attorneys’ feesinvestigation, incurred by challenge, action, proceeding, or appeal, commenced or threatened. Such indemnification, however, shall not apply in the event of any action or proceeding that finally adjudicates the Representative as liable for willful misconduct. In the event of any indemnification or reimbursement obligation under this clause (e), upon written notice from Representative to the Sellers as to the existence of a deficiency toward the payment of any such indemnification or reimbursement obligation, each Seller shall promptly deliver to the Representative full payment of such S▇▇▇▇▇’s relative Pro Rata Share of the amount of such deficiency. (f) The provisions of this Section 5.6 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Seller, and any references in this Agreement to a Seller shall mean and include the performance or discharge of its duties successors to such S▇▇▇▇▇’s rights hereunder, whether pursuant to this Section 11.13 (testamentary disposition, the “Representative Expenses”)laws of descent and distribution or otherwise.

Representative. (a) The Company agrees that GS Capital Partners VI, L.P. Parent shall be the agent entitled to deal exclusively with and attorney-in-fact for each of the Stockholders and the Optionholders to act as rely upon the Representative under on all matters relating to this Agreement, the Escrow Agreement, the Earn Out Agreement and the other agreements contemplated hereby Transaction Documents and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed by the Representative on behalf of any Former Equityholder (collectively, the “Represented Parties”), and on any other action taken or purported to be taken by the Representative on behalf of any of the Represented Parties by the Representative, as fully binding upon the Represented Parties. Parent and its Affiliates shall be relieved from any liability to any Person for any acts done by them in accordance with the terms of this Section 11.13. In the event of the resignationany decision, death act, consent or incapacity instruction of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is Parent hereby authorized and empowered to act forwaives any claims it may have or assert, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution including those that may arise in the premises) future, against the Representative for any action or inaction taken or not taken by the Representative in connection with such matters entity’s capacity as are reasonably necessary for the consummation Representative, except to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute bad faith or willful misconduct. (c) The Represented Parties and their respective successors shall be irrevocably bound by any and all actions taken by the Representative under or otherwise relating to this Agreement, the Escrow Agreement and any other Transaction Document, and the transactions contemplated in hereby and thereby as if such actions were expressly ratified and confirmed by each of them. The approval of this Agreement and the other agreements transactions contemplated hereby including: (i) by the requisite Represented Parties necessary to receive all payments owing approve such matters shall constitute the consent and agreement of each Represented Party to the Stockholders or appointment and authority of the Optionholders under Representative to act on their behalf pursuant to this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or OptionholderTransaction Documents. (d) The Representative shall not be liable entitled to any Stockholderfee, Optionholder commission or other compensation for the performance of its services hereunder, but shall be entitled to any other Person the payment of all its out-of-pocket costs and expenses incurred as the Representative. In connection with the foregoing, $250,000 (other than Parent or the “Expense Funds”) of the Estimated Closing Merger Sub), with respect Consideration shall be paid at the Closing to any action taken or omitted an account designated by the Representative pursuant to Section 1.5(c)(ii) to be taken used by the Representative to pay the costs and expenses incurred by the Representative in its role capacity as the Representative. The Parties agree that, for all Tax purposes, the Expense Funds shall be treated as having been received and voluntarily set aside by the Former Equityholders and the Option Holders at the time of Closing. In addition, to the extent that the Expense Funds are at any time insufficient (as determined by the Representative under in its sole discretion) to cover all of the costs and expenses incurred by the Representative in its capacity as the Representative or amounts due hereunder, then the Representative may, at its option: (i) retain such portion of the Merger Consideration Adjustment Escrow Funds (when and to the extent that the Merger Consideration Adjustment Escrow Funds are released to the Representative (on behalf of the Former Equityholders) in connection accordance with this Agreement and the Escrow Agreement) as determined by the Representative in its sole discretion for purposes of reimbursement of such costs and expenses; (ii) retain such amount of the proceeds received by the Former Equityholders after the Closing Date under any term or provision of this Agreement; or (iii) seek reimbursement of such costs and expenses directly from the Former Equityholders. Once the Representative determines, unless such action or omission results from or arises out of willful misconduct or gross negligence on in its sole discretion, that the part of Representative will not incur any additional expenses in its capacity as the Representative, and then the Representative shall not be liable will distribute the remaining unused Expense Funds (if any) pro rata to any Stockholder or Optionholder in the event thatFormer Equityholders (other than the Option Holders) and to an Acquired Company on behalf of the Option Holders, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subeach case based upon such holder’s Ownership Percentage. (e) The For purposes of exercising Representative’s rights or satisfying the Representative’s obligations under this Agreement and the Earn Out Agreement, or as necessary for any reasonable business purpose, including financial reporting and accounting matters, the preparation and filing of any Tax Return, the defense of any Tax Claim or assessment, Parent shall retain and provide the Representative shall receive reimbursement fromand its representatives with access, at the Representative’s sole expense, upon prior reasonable written request specifying the need therefor, during regular business hours, to (i) the officers and employees of any Acquired Company and (ii) the books of account and records of any Acquired Company, but, in each case, only to the extent relating to the assets, liabilities or business of any Acquired Company prior to the Effective Time, and the Representative and its representatives shall have the right to make copies of such books and records, at the sole cost and expense of the Representative; provided, however, the foregoing right of access shall not be indemnified fromexercisable in such a manner as to interfere unreasonably with the normal operations and business of the applicable Acquired Company; and provided, further, as to so much of such information as constitutes trade secrets or confidential business information of any Acquired Company, the Representative Escrow Accountand its representatives will enter into a confidentiality agreement reasonably acceptable to Parent and use due care to not disclose such information except (1) with the prior written consent of Parent, (2) where such information becomes available to the public generally, through sources other than the Representative and its representatives or (3) for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred a disclosure that is required by Law or a securities exchange or in connection with a filing by the Representative under federal or state securities Laws or is reasonably believed to be so required in which case, the Representative shall notify Parent prior to such disclosure and allow Parent the ability to seek a protective order. Nothing in this Section 1.6(e) will require Parent or the Surviving Company to disclose information that is subject to attorney-client privilege. The Surviving Company may nevertheless destroy the financial books and records contemplated by this Section 1.6(e) on or after the five (5)-year anniversary of the Closing Date if Parent sends to the Representative written notice of its intent to destroy such records; provided that any records relevant to the performance or discharge enforcement of its duties pursuant obligations under the Earn Out Agreement shall not be destroyed until the completion or expiration of all such obligations; provided further that no such notice shall be required after the six (6)-year anniversary of the Closing Date. Such records may then be destroyed after the 60th day after such notice is given unless the Representative objects to this Section 11.13 (the “Representative Expenses”)destruction, in which case the Surviving Company shall deliver such records to the Representative, at the sole cost and expense of the Representative.

Representative. ▇▇▇▇▇▇▇ ▇▇▇▇▇ (athe “Representative”) The Company agrees that GS Capital Partners VIis hereby designated by each of the Shareholders to serve as the representative of the Shareholders with respect to the matters expressly set forth in this Agreement to be performed by the Representative. Each of the Shareholders, L.P. shall be by execution of this Agreement, hereby irrevocably appoints the agent Representative as the agent, proxy and attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms such Shareholder for all purposes of this Section 11.13. In Agreement, including full power and authority on such Shareholder’s behalf (a) to consummate the event of the resignationtransactions contemplated herein, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act for, and pay such Shareholder’s expenses (whether incurred on behalf of, any or all of after the Stockholders and the Optionholders (with full power of substitution in the premisesdate hereof) incurred in connection with such matters as are reasonably necessary for the consummation negotiation and performance of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (iic) to the extent within the power of the Stockholders disburse any funds received hereunder to such Shareholder and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the each other agreements contemplated herebyShareholder, (iiid) to act execute and deliver any certificates representing the Company’s shares of beneficial interest and execution of such further instruments as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereofMerger Corp. shall reasonably request, (ive) to negotiate execute and compromise deliver on their behalf with Parent of such Shareholder any claims asserted hereunder and to authorize payments to be made with respect theretoamendment or waiver hereto, (vf) to take all other actions to be taken by or on behalf of such further actions as are authorized Shareholder in this Agreement connection herewith, (g) to negotiate, settle, compromise and the other agreements contemplated hereby, otherwise handle all claims for indemnification made by any Indemnitee pursuant to Section 9.1 hereof and (vih) in general, to do each and every act and exercise any and all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, rights which such Shareholder or deemed by the Representative Shareholders collectively are permitted or required to be necessary do or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes exercise under this Agreement. (c) The appointment . Each of the Shareholders agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative is an agency coupled with an interest and is irrevocable shall survive the death, incapacity or bankruptcy of any Shareholder. The Representative has a duty to serve in good faith and any action taken by to perform its designated role under the Agreement but, neither the Representative pursuant nor any agent employed by him shall incur any liability to any Shareholder relating to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action performance of or direction from such Stockholder or Optionholder, his duties hereunder except for actions or omissions of constituting fraud, bad faith or willful misconduct. Upon the Representative constituting willful misconduct or gross negligence. The death or incapacity, disability of ▇▇▇▇▇▇▇ ▇▇▇▇▇ or dissolution or other termination the resignation of existence, ▇▇▇▇▇▇▇ ▇▇▇▇▇ as Representative (such resignation shall only be effective upon delivery of any Stockholder or Optionholder shall not terminate written notice to the authority Shareholders and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger SubSurviving Trust), with respect to any action taken or omitted to be taken by ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall become the designated Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subhereunder. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIBy the execution and delivery of this Agreement, L.P. shall be including counterparts hereof, each Shareholder hereby irrevocably constitutes and appoints ▇▇▇▇▇ ▇▇▇▇▇▇▇ as the true and lawful agent and attorney-in-fact for each of such Shareholder with full powers of substitution (the Stockholders “Representative”), and, if substituted, the Representative shall promptly notify Buyer of such substitution, to act in the name, place and stead of such Shareholder with respect to this Agreement, as the same may be from time to time amended, and with respect to the transfer of such Shareholder’s Company Stock to Buyer pursuant hereto and the Optionholders transactions contemplated hereby, and to act do or refrain from doing all such acts and things, and to execute all such documents, as the Representative under shall deem necessary or appropriate in connection with this Agreement and Agreement, the other agreements Ancillary Documents or any of the transactions contemplated hereby in accordance with the terms of this Section 11.13or thereby. In the event of the resignation, death or other incapacity of the then current Representative, or resignation of the Representative, Shareholders which on the date hereof hold a successor representative reasonably satisfactory majority of the Company Stock, shall, by any writing executed by the appropriate number of Shareholders and the new Representative (counterparts and facsimiles of signatures acceptable) approve and appoint a new Representative by delivering a written notice to Parent that effect, whereupon the person designated in such notice shall thereafter be appointed the new Representative with respect to all actions taken and/or documents signed from and after actual receipt by an instrument in writing signed by Parent and Buyer of such successor representativenotice. (b) The Without limiting the generality of the foregoing, the Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments any payment owing to the Stockholders or the Optionholders under this AgreementShareholders pursuant to Section 2.3, (ii) to execute the extent within the power Escrow Agreement on behalf of the Stockholders Shareholders, and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative take all actions on behalf of the Stockholders and the Optionholders to review and authorize all claims and disputes Shareholders in connection with any actions taken or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions taken under Section 2.3 of this Agreement shall constitute notice (including accepting service of process upon the Shareholders and accepting or compromising any claim relating to the Stockholders Proposed Purchase Price Calculation). The Representative and the Optionholders for all purposes under this Agreement. (c) The appointment Shareholders hereby agree that any amounts disbursed out of the Representative is an agency coupled with an interest and is irrevocable and any action taken by Escrow Account to the Representative pursuant to the authority granted in terms of this Section 11.13 Agreement and/or the Escrow Agreement shall be effective distributed by the Representative to the Shareholders in accordance with Schedule 1 and absolutely binding on each Stockholder Exhibit B, as applicable. All decisions and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacitypermitted hereunder shall be final, or dissolution or other termination binding and conclusive on the Shareholders and may be relied upon by Buyer and its Affiliates as the decisions and actions of existence, of any Stockholder or Optionholder shall not terminate the authority and agency all of the RepresentativeShareholders. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The Representative shall not be liable to any Stockholderof 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, Optionholder or to and the Shareholders shall jointly and severally indemnify the Representative from any other Person (other than Parent or Merger Sub), with respect to Losses arising out of his serving as Representative hereunder. In taking any action taken or omitted 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 taken genuine, or upon any evidence reasonably deemed by the him to be sufficient. The Representative in its role as Representative under or may consult with counsel in connection with this Agreementhis duties and shall be fully protected in any act taken, unless such action suffered or omission results from or arises out permitted by him in good faith in accordance with the advice of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subcounsel. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) a. The Company agrees Equityholders, Bonus Recipients and Convertible Noteholders have agreed that GS Capital Partners VI, L.P. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be the agent constituted and attorney-in-fact for each of the Stockholders and the Optionholders to act appointed as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or of all of the Stockholders Equityholders, Bonus Recipients and Convertible Noteholders for the Optionholders (purposes specified herein. For purposes of this Agreement, the term “Representative” shall mean the representative, true and lawful agent, proxy and attorney in fact of each Equityholder, Bonus Recipient and Convertible Noteholder for all purposes of this Agreement, with full power and authority on each such Equityholder’s, Bonus Recipient’s and Convertible Noteholder’s behalf, and such Equityholder’s, Bonus Recipient’s and Convertible Noteholder’s successors and assigns, with full power of substitution in the premises) in connection , with such respect to all matters as are reasonably necessary for the consummation of the transactions contemplated in under this Agreement and the other agreements contemplated hereby Transaction Documents, including: , without limitation, (i) to receive all payments owing to consummate the Stockholders or the Optionholders under this Agreementtransactions contemplated herein, (ii) to pay such Equityholder’s, Bonus Recipient’s and Convertible Noteholder’s expenses (whether incurred on or after the extent within date hereof) incurred in connection with the power negotiation and performance of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated herebyAgreement, (iii) to act as receive, give receipt and disburse any funds received hereunder on behalf of or to such Equityholder, Bonus Recipient and Convertible Noteholder and each other Equityholder, Bonus Recipient and Convertible Noteholder and to hold back from disbursement any such funds to the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereofextent it reasonably determines may be necessary, (iv) to negotiate execute and compromise on their behalf with deliver any certificates representing the Company Stock and execution of such further instruments as Parent any claims asserted hereunder and to authorize payments to be made with respect theretoshall reasonably request, (v) to take execute and deliver on behalf of such further actions as are authorized in this Agreement Equityholder, Bonus Recipient and the other agreements Convertible Noteholder all documents contemplated herebyherein and any amendment or waiver hereto, and (vi) in general, do to take all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative actions to be necessary taken by or desirable on behalf of such Equityholder, Bonus Recipient and Convertible Noteholder in connection withherewith, (vii) to negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including without limitation, disputes regarding any adjustment pursuant to Section 2.12, (viii) to give and receive notices on behalf of such Equityholder, Bonus Recipient and Convertible Noteholder and (ix) to do each and every act and exercise any and all rights which such Equityholder, Bonus Recipient and Convertible Noteholder is, or the other agreements contemplated hereby Company Stockholders, Optionholders, Bonus Recipients or Convertible Noteholders (as applicable) collectively are, permitted or required to do or exercise under this Agreement. Each Equityholder, Bonus Recipient and Convertible Noteholder, by approving the principal terms of the Merger, accepting the consideration payable to them hereunder, and the transactions contemplated herein completion and execution of a Joinder Agreement, Optionholder Agreement, Payment Agreement or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative payoff letter (as the duly appointed applicable) irrevocably grant unto said attorney-in-fact of and agent full power and authority to do and perform each Stockholder and Optionholder. Notices given every act and thing necessary or desirable to the Representative be done in accordance connection with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under transactions contemplated by this Agreement. (c) The appointment , as fully to all intents and purposes as the Equityholders, Bonus Recipients or Convertible Noteholders might or could do in person. Each of the Equityholders, Bonus Recipients and Convertible Noteholders agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative is an agency coupled with an interest and is irrevocable and shall survive the death, incapacity or bankruptcy of any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of Equityholder, Bonus Recipient or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligenceConvertible Noteholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholderhereby accepts such appointment. (d) The 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIBy execution and delivery of this Agreement, L.P. shall be each of the agent Stockholders hereby appoints and designates ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as his or her representative (the "Representative") to act on behalf of each such Stockholder in connection with the transactions contemplated by this Agreement and hereby designates and appoints the Representative as attorney-in-fact for to take such actions and execute such documents on behalf of each such Stockholder as may be required hereunder, including, without limitation, the following: (i) any amendment or modification to or waiver of this Agreement as may be necessary or appropriate in the view of the Representative, other than any amendment or modification decreasing the amount or changing the form of the consideration to be received by such Stockholders; (ii) any and all documents required to be executed and delivered by such Stockholders pursuant to this Agreement in order to effect the transactions contemplated by this Agreement, including any required endorsement of stock certificates; (iii) receive and provide receipt for all payments required to be made to the Optionholders to act as the Representative Stockholders under this Agreement and distribute such payments as appropriate to the other agreements contemplated hereby Stockholders; and (iv) any and all actions required to be taken by such Stockholders in accordance connection with any claim for indemnity pursuant to the terms provisions of Section 9, 10 or 11 of this Section 11.13. In Agreement or any other claim made by the event La Salle Partnerships pursuant to the provisions of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representativethis Agreement. (b) The Representative It is hereby authorized and empowered to act for, and on behalf of, any or all of acknowledged by 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by appointing the Representative to be necessary or desirable in connection with, this Agreement, that the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat designation of the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is therefore irrevocable and binding upon such Stockholders notwithstanding the death, incapacity or dissolution of any action taken by the Representative pursuant such Stockholder. If any such event shall occur prior to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions completion of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document transactions contemplated by this Agreement in dealing Agreement, the Representative is, nevertheless, to the extent that he is legally able to do so, authorized and directed to complete all transactions and act pursuant to this authority as if such event had not occurred. The La Salle Partnerships are entitled to deal solely with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence Agreement and are entitled to rely upon the provisions hereof and the authority granted to the Representative to act on the part behalf of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubStockholders named herein. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIBy the approval of this Agreement pursuant to Delaware Law, L.P. shall be the agent Stockholders and Optionholders hereby irrevocably appoint the Representative as the representative, agent, proxy, and attorney-in-fact for each all the Stockholders and Optionholders for all purposes under this Agreement including, without limitation, the full power and authority on the Stockholders’ and Optionholders’ behalf: (i) to consummate the transactions contemplated under this Agreement including, without limitation, the execution and delivery of any agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to negotiate disputes arising under, or relating to, this Agreement and any other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (iii) to receive and disburse to the Stockholders and Optionholders any funds received on behalf of the Stockholders and Optionholders under this Agreement, or otherwise, (iv) to withhold any amounts received on behalf of the Stockholders and Optionholders pursuant to act as this Agreement, or otherwise to satisfy any and all obligations or liabilities incurred by the Representative under in the performance of its duties hereunder, including, without limitation, in connection with any obligation of the Representative to make a payment to the Purchaser pursuant to Section 2.03(f) hereof, (v) to execute and deliver any amendment or waiver to this Agreement Agreement, and the any other agreements agreements, instruments, and documents contemplated hereby or executed in accordance connection herewith (without the prior approval of the Stockholders or Optionholders) and (vi) to take all other actions to be taken by or on behalf of the Stockholders and Optionholders in connection with this Agreement, and any other agreements, instruments, and documents contemplated hereby or executed in connection herewith. The Stockholders and Optionholders, by approving this Agreement, further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the terms consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Stockholder or Optionholder. All decisions and actions by the Representative shall be binding upon all of the Stockholders and Optionholders, and no Stockholder or Optionholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder except those forth herein and such duties and obligations shall be determined solely by the express provisions of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representativeAgreement. (b) The Each Stockholder and Optionholder hereby severally, for itself only and not jointly, agrees to indemnify and hold harmless the Representative is hereby authorized against all expenses (including reasonable attorneys’ fees), judgments, fines and empowered to act for, and on behalf of, any or all of amounts incurred by the Stockholders and the Optionholders (with full power of substitution in the premises) Representative in connection with such matters as are reasonably necessary for any action, suit or proceeding to which the consummation Representative is made a party by reason of the transactions contemplated in this Agreement and fact it is or was acting as the other agreements contemplated hereby including: (i) to receive all payments owing Representative pursuant to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power terms of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment Neither the Representative nor any agent employed by it shall incur any liability to any Stockholder or Optionholder by virtue of the failure or refusal of the Representative is an agency coupled with an interest and is irrevocable and for any action taken by reason to consummate the Representative pursuant transactions contemplated hereby or relating to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action performance of or direction from such Stockholder or Optionholderits duties hereunder, except for actions or omissions constituting intentional and knowing fraud. The Representative shall have no liability in respect of any action, claim or proceeding brought against the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of by any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with if the Representative may conclusively and absolutely rely, without inquiry, upon took or omitted taking any act of the Representative as the act of the Stockholder or Optionholderaction in good faith. (d) The 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 Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out Upon final resolution of willful misconduct or gross negligence on the part all liabilities and obligations of the Stockholders (including the Representative, ) and the Representative shall not be liable Optionholders pursuant to any Stockholder Section 2.03(f) and full reimbursement of all obligations or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, liabilities incurred by the Representative in the performance or discharge of its duties pursuant hereunder, the Representative shall distribute all funds held by it on behalf of the Stockholders and Optionholders to this Section 11.13 the Stockholders and Optionholders, it being understood and agreed that such distribution(s) shall be the responsibility of the Representative only and that neither the Purchaser nor the Surviving Corporation shall have any obligation to ensure that such distribution is, or distributions are, made. (e) The parties agree that the “fact that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP may have represented the Company prior to Closing shall not prevent ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP from representing the Representative Expenses”)in connection with any matters involving, including without limitation any disputes with, any of the parties after Closing.

Representative. (a) The Company agrees that GS Capital Partners VIIn order to efficiently administer the transactions contemplated hereby, L.P. shall including (i) the determination of the Final Closing Adjustment and the Adjusted Transaction Consideration, (ii) the waiver of any condition to the obligations of the Equity Holders to consummate the transactions contemplated hereby and (iii) the dispute, defense and/or settlement of any claims for which the Equity Holders may be required to indemnify the agent Buyer and/or the Surviving Corporation pursuant to this Agreement, the Principal Stockholders, by their execution of this Agreement, and the other Equity Holders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, hereby designate the Representative as their representative, attorney-in-fact and agent. (b) The Principal Stockholders, by their execution of this Agreement, and the other Equity Holders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, hereby authorize the Representative (i) to make all decisions relating to the determination of the Final Closing Adjustment and the Adjusted Transaction Consideration pursuant to Section 1.9, (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 dispute, 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 permitted or required to be given under this Agreement, (iv) to execute and deliver the Escrow Agreement and (v) 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 Equity Holders (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) All decisions and actions of the Representative on behalf of the Equity Holders shall be deemed to be facts ascertainable outside of this Agreement and shall be binding upon all Equity Holders, and no Equity Holder shall have the right to object, dissent, protest or otherwise contest the same. A decision, act, consent, instruction or action of the Representative, including any agreement between the Representative and the Buyer relating to the determination of the Final Closing Adjustment, the Adjusted Transaction Consideration or the dispute, 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 constitute a decision, act, consent, instruction or action of all Equity Holders and shall be binding and conclusive upon each of the Stockholders such Equity Holders and the Optionholders 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 Equity Holder. The Buyer, the Surviving Corporation and the Escrow Agent are hereby relieved from any liability to act any Equity Holder for any acts done by them in accordance with such decision, act, consent, instruction or action of the Representative. (e) The Representative will receive no compensation for services as the Representative except as set forth in that certain Engagement Agreement to be entered into among the Representative and certain Company Stockholders. The Equity Holders will pay all (i) professional fees and expenses of any attorney, accountant or other advisors or expert retained by the Representative and other reasonable out-of-pocket expenses incurred by the Representative in connection with the performance of the Representative’s duties under this Agreement and the Escrow Agreement and (ii) any and all losses, liabilities, damages, claims, penalties, fines, forefeitures, actions, fees, costs and expenses actually incurred or suffered by the Representative in connection with this Agreement or the Escrow Agreement as the Representative (collectively, the “Representative Expenses”) in each case as such Representative Expense is suffered or incurred; provided, that in the event any such Representative Expense is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the Representative, the Representative will reimburse the Equity Holders the amount of such indemnified Representative Expense to the extent attributable to such fraud, gross negligence or willful misconduct. Such Representative Expenses may only be recovered by the Representative from (i) the Representative Expense Fund, (ii) the Escrow Fund (as set forth below) and (iii) the Equity Holders directly; provided that while this Section allows the Representative to be paid from the Representative Expense Fund and the Escrow Fund, this does not relieve the Equity Holders from their obligation to promptly pay such Representative Expenses as such Representative Expenses are actually suffered or incurred, nor does it prevent the Representative from seeking any remedies against the Equity Holders available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Equity Holders or otherwise. Following the exhaustion of the Representative Expense Fund and the expiration of the Representative Period and the resolutions of all pending claims related thereto (and, for the avoidance of doubt, at no time prior thereto), the Representative shall have the right to recover Representative Expenses from the Escrow Fund prior to any distribution to the Equity Holders. The Equity Holders will on an individual and several basis (and not jointly as to or with any other agreements contemplated hereby Equity Holder) indemnify, defend, hold harmless and reimburse, on an Equity Holder Pro Rata Basis, the Representative for Representative Expenses, in each case as such Representative Expenses are incurred. Notwithstanding the foregoing, the Representative shall first seek reimbursement and recovery from the Representative Expense Fund, and only thereafter directly from the Equity Holders in accordance with the terms of this Section 11.13Agreement. In The Equity Holders acknowledge and agree that the event foregoing indemnities will survive the resignation or removal of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under termination of this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement Representative and the other agreements contemplated hereby, Equity Holders acknowledge and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with agree that the provisions of this Agreement paragraph (e) shall constitute notice to impose no obligations on the Stockholders and Company, the Optionholders for all purposes under this AgreementSurviving Corporation, the Buyer or any of their respective Affiliates. (cf) The appointment By his, her or its execution of this Agreement, each Principal Stockholder, and by their approval of the Representative is an agency coupled with an interest Merger and is irrevocable and adoption of this Agreement, and/or their acceptance of any action taken by the Representative consideration pursuant to this Agreement, each other Equity Holder, agrees that: (i) the authority granted in this Section 11.13 Buyer shall be effective able to rely conclusively on the instructions and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act decisions of the Representative as to the act determination of the Stockholder Final Closing Adjustment and the Adjusted Transaction Consideration, the settlement of any claims for indemnification by the Buyer and/or the Surviving Corporation pursuant to Article VI or Optionholder. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent actions required or Merger Sub), with respect to any action taken or omitted permitted to be taken by the Representative hereunder, and no party shall have any cause of action against the Buyer for any action taken by the Buyer in its role as reliance upon the instructions or decisions of the Representative; (ii) no Equity Holder shall have any cause of action against the Representative for, and the Representative shall have no liability to any Equity Holder in connection with, any action taken or omitted, decision made or instruction given by the Representative under or in connection with this Agreement, unless such action except in the event of liability directly resulting from fraud, gross negligence or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub.; (eiii) The Representative shall receive reimbursement fromeach such Equity Holder will, on an individual and be indemnified fromseveral basis based on their Equity Holder Pro Rata Basis (and not jointly as to or with any other Equity Holder) indemnify, the Representative Escrow Account, for any defend and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by hold harmless the Representative in accordance with Section 1.11(e) above; provided, that that Representative shall first seek recovery from the performance Representative Expense Fund; (iv) the provisions of this Section 1.11 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or discharge remedies that any Equity Holder may have in connection with the transactions contemplated by this Agreement; (v) remedies available at Law for any breach of its duties the provisions of this Section 1.11 are inadequate; therefore, the Buyer and the Surviving Corporation shall 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 1.11; and (vi) the provisions of this Section 1.11 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Equity Holder, and any references in this Agreement to an Equity Holder or the Equity Holders shall mean and include the successors to the Equity Holder’s rights hereunder, whether pursuant to this Section 11.13 (testamentary disposition, the “Representative Expenses”)Laws of descent and distribution or otherwise.

Representative. (a) The Company agrees that GS Capital Partners VI, L.P. shall be the agent Each Seller hereby irrevocably constitutes and attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of appoints Sh▇▇▇▇ ▇▇▇▇▇▇▇ ▇s the Representative, a successor representative reasonably satisfactory for the purpose of performing and consummating the transactions contemplated by this Agreement. The appointment of Sh▇▇▇▇ ▇▇▇▇▇▇▇ ▇s the Representative is coupled with an interest and all authority hereby conferred shall be irrevocable and the Representative is hereby authorized and directed to Parent shall thereafter be appointed perform and consummate on behalf of Sellers all of the transactions contemplated by an instrument in writing signed by Parent and such successor representativethis Agreement. (b) The Representative is hereby authorized shall pay all costs and empowered to act for, and expenses incurred by or on behalf of, any or all of the Stockholders Representative, in his capacity as such, including costs and the Optionholders (with full power of substitution in the premises) expenses incurred in connection with any pending or threatened dispute or claim with respect to this Agreement, any other Transaction Document or any agreement, document or instrument entered into pursuant to this Agreement, or the transactions contemplated hereby. The Representative shall be reimbursed for all such matters fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) first from the Representative Expense Fund Amount and thereafter from the Sellers pro rata in accordance with their Ownership Percentages. In connection with the foregoing, at the Closing, the Representative Expense Fund Amount shall be transferred by or on behalf of the Buyer to the Representative, to be used by the Representative to pay expenses incurred by the Representative in his or her capacity as are reasonably the Representative. Once the Representative determines, in his or her sole discretion, that the Representative will not incur any additional expenses in its capacity as the Representative, then the Representative will distribute the remaining unused Representative Expense Fund Amount, if any, to the Sellers in amounts proportionate to their respective Ownership Percentages. (c) Not by way of limiting the authority of the Representative, each and all of Sellers, for themselves and their respective heirs, executors, administrators, successors and assigns, hereby authorize the Representative to: (i) waive any provision of this Agreement which the Representative deems necessary for or desirable; (ii) execute and deliver on Sellers’ behalf all documents and instruments which may be executed and delivered pursuant to this Agreement, including without limitation the consummation Acquired Shares and any transfer documentation with respect thereto; (iii) calculate, negotiate and agree to any adjustments to the Purchase Price; (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 in hereunder; (v) contest, negotiate, defend, compromise or settle any action, claims or disputes 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 Sellers; (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, claims or disputes; (viii) resolve any actions, claims or disputes arising from Sellers 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 Purchase Price or any other payment owing to Sellers 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 Sellers; (xiii) pay expenses incurred or which may be incurred by or on behalf of Sellers in connection with this Agreement; and (xiv) take or forego any or all actions permitted or required of any Sellers or necessary in the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. (d) Each Seller agrees that the Representative shall have no Liability to Sellers for any act or omission by the Representative as permitted under this Section, excepting only actions taken in bad faith, and each Seller hereby irrevocably waives and releases any claims it may have against the Representative for his acts and omissions hereunder other than any actions taken in bad faith. (e) EACH SELLER UNDERSTANDS AND ACKNOWLEDGES THAT HE OR SHE IS: (A) AUTHORIZING THE REPRESENTATIVE TO ACT FOR THE SELLERS, COLLECTIVELY AND INDIVIDUALLY, WITH BROAD POWERS; AND (B) AGREEING THAT THE REPRESENTATIVE WILL NOT BE LIABLE TO THE SELLERS, COLLECTIVELY OR INDIVIDUALLY, UNLESS THE REPRESENTATIVE ACTS IN BAD FAITH. EACH SELLER 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. (f) In the event of the failure or refusal of Sh▇▇▇▇ ▇▇▇▇▇▇▇ ▇o act as the Representative (or upon the death or incapacity (mental or physical) for more than 14 days of Sh▇▇▇▇ ▇▇▇▇▇▇▇ ▇r any successor), the remaining Seller that is an individual shall be deemed the Representative for purposes of this Section 11.17 and the Agreement. (g) All actions taken by the Representative under this Agreement shall be binding upon each Seller and its successors as if expressly confirmed and ratified in writing by each of them and all defenses which may be available to any Seller to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or any other agreements contemplated hereby including: Transaction Document are waived. Buyer shall serve notice to the Representative with respect to any and all matters concerning any Seller arising out of or related to this Agreement, the Transaction Documents or the Transaction. (h) Buyer shall be entitled to rely conclusively (without further evidence of any kind whatsoever) upon any document or other paper delivered by the Representative as being authorized by each Seller, as applicable. All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to (i) the determination of the Estimated Cash Purchase Price and the Final Cash Purchase Price pursuant to receive all payments owing to the Stockholders or the Optionholders under this Agreement, Section 1.3 (ii) the defense or settlement of any claims for which Sellers, as applicable, may be required to the extent within the power of the Stockholders and Optionholders indemnify Buyer Indemnified Parties pursuant to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated herebyArticle 9 hereof, (iii) to act as the representative any amendment, supplement, or modification of the Stockholders this Agreement and the Optionholders to review any waiver of any claim or right arising out of this Agreement, discharging Liabilities and authorize all claims obligations, and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do performance of all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement)agreements, certificates, receipts, consentsinstructions, elections, instructions and other documents instruments contemplated by, by or deemed by the Representative advisable to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with effectuate the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 11.17, shall be effective and absolutely binding on upon each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as 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 RepresentativeSeller, and no Seller shall have the Representative shall not be liable right to any Stockholder object, dissent, protest or Optionholder in otherwise contest the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Subsame. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VI, L.P. shall be Each Shareholder irrevocably appoints ▇▇▇ ▇▇▇▇ (the agent “Representative”) with power of designation and assignment as its true and lawful attorney-in-fact for each and agent with full power of the Stockholders and the Optionholders substitution, to act as the Representative under this Agreement solely and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act for, and exclusively on behalf of, any and in the name of, such Shareholder with the full power, without the consent of such Shareholder, to exercise as the Representative in its sole discretion deems appropriate, the powers which such Shareholder could exercise under the provisions of this Agreement and to take all actions necessary or all appropriate in the judgment of the Stockholders and the Optionholders (with full power of substitution in the premises) Representative in connection with this Agreement, which shall include the power and authority to amend, modify, waive or provide consent with respect to, any provision of this Agreement and to execute, deliver and accept such matters as are reasonably necessary for waivers and consents and any and all notices, documents, certificates or other papers to be delivered in connection with this Agreement and the consummation of the transactions contemplated hereby as the Representative, in its sole discretion, may deem necessary or desirable; provided that the Representative may not amend this Agreement without the consent of such Shareholder if the consideration to be received by such Shareholder pursuant to Article II hereof will be reduced by the proposed amendment or if such Shareholder will be disproportionately and adversely affected by the proposed amendment relative to the other agreements contemplated hereby including: (i) Shareholders of the same class. The Representative shall have the power to receive all payments owing waive, on behalf of each Shareholder, any attorney-client privileges in connection with communications between such Shareholder and counsel to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable Acquired Companies in connection with, this Agreement, the other agreements contemplated hereby and with the transactions contemplated herein or thereinhereunder. Parent The Buyer and Merger Sub shall the Buyer Indemnitees, if applicable, will be entitled to rely on such appointment exclusively upon any notices and to treat other acts of the Representative as the duly appointed attorney-in-fact being legally binding acts of each Stockholder Shareholder individually and Optionholderthe Shareholders collectively. Notices given The appointment and power of attorney granted by each Shareholder to the Representative shall be deemed coupled with an interest and all authority conferred hereby shall be irrevocable whether by death or incapacity of any such Shareholder or the occurrence of any other event or events. (b) Each Shareholder acknowledges and agrees that the Representative will not be liable to such Shareholder for any act done or omitted hereunder as the Representative while acting in accordance good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith. The Shareholders will jointly and severally indemnify the Representative and hold it harmless against any Losses incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the provisions acceptance or administration of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes its duties under this Agreement. (c) The appointment of Shareholders will reimburse the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existencetheir pro rata share, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parentout-of-pocket, Merger Sub and any other independent, third-party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs fees and expenses to contest a claim made by Parent or Merger Sub. (eincluding fees and expenses of counsel, accountants and other advisors) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative that arise out of or are in connection with the performance acceptance or discharge administration of its the Representative’s duties pursuant to under this Section 11.13 (the “Representative Expenses”)Agreement.

Representative. (a) The By virtue of the approval and adoption of this Agreement, the Transaction Merger and the transactions contemplated hereby by the requisite consent of the holders of shares of Company agrees that GS Capital Partners VICommon Stock, each of the Stockholders shall be deemed to have irrevocably authorized, directed and appointed Wayzata Opportunities Fund II, L.P. shall be (the agent and “Representative”) as its agent, proxy, attorney-in-fact and representative for each such Stockholder under this Agreement and all of the Stockholders other Transaction Documents to take such action on behalf of such Stockholder, and to exercise such rights, powers and authority, as are authorized, delegated and granted to the Optionholders Representative pursuant to act this Agreement or any of the other Transaction Documents, or as the Representative under shall deem necessary, appropriate, advisable or desirable in connection with any of the transactions contemplated by this Agreement or any of the other Transaction Documents, including, without limitation, the power to (i) execute and deliver all amendments and waivers to this Agreement and the other agreements Transaction Documents that the Representative deems necessary or appropriate, (ii) execute and deliver all other amendments and waivers, ancillary agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated hereby by this Agreement, (iii) receive funds, make payments of funds, and give receipts for funds, (iv) make disputes regarding, and to agree to, adjustments to the Merger Consideration, (v) engage and retain advisors and consultants with respect to the transactions contemplated by this Agreement and the other Transaction Documents or any disputes or other controversies arising out of any thereof or the subject matter thereof, (vi) act on behalf of the Stockholders and/or the Optionholders in any litigation, arbitration or other proceeding involving this Agreement or any other Transaction Document (including any proceeding to enforce this Agreement), (vii) act for the Stockholders and/or the Optionholders with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise or settle any indemnity claim and to transact matters of litigation, (viii) deal with the Administrative Expense Account in accordance with Section 1.15, (ix) distribute any portion of the Administrative Expense Amount to the Exchange Agent (for further distribution to the Stockholders (other than the Specified Stockholders)), to the Specified Stockholders, and to the Surviving Company (for further distribution to the Participating Optionholders and the Bonus Payment Recipients), (x) determine whether the conditions to Closing set forth in Article VI have been satisfied and supervise the Closing, including the right to waive any condition, as determined by the Representative in its sole discretion, (xi) terminate this Agreement pursuant to Article VIII, (xii) elect, on behalf of the Stockholders and/or Participating Optionholders, in connection with any distribution of the Indemnity Escrow Fund from the Indemnity Escrow Account to Holdco or any of the other Parent Indemnified Parties in accordance with the terms of this Section 11.13. In the event Indemnity Escrow Agreement, to substitute any amount of Indemnity Escrow Shares to be so distributed by the Escrow Agent with cash (any such cash, “Substituted Cash”), including cash from the Administrative Expense Account and (xiii) do or refrain from doing any further act or deed on behalf of the resignationStockholders and/or the Optionholders that the Representative deems necessary, death appropriate, advisable or incapacity desirable in its sole discretion relating to the subject matter of this Agreement or any of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent other Transaction Documents as fully and such successor representativecompletely as the Stockholders and/or the Optionholders could do if personally present. (b) The If the Person serving as the Representative ceases to serve in such capacity, for any reason, the Majority Stockholders shall promptly select a replacement Representative. Such Person or replacement is hereby authorized intended to be the “Representative” referred to herein and empowered to act for, all other Transaction Documents. All decisions and on behalf of, any or actions by the Representative shall be binding upon all of the Stockholders and/or the Optionholders, and no Stockholder and/or the Optionholders (Optionholder shall have the right to object, dissent, protest or otherwise contest the same. Parent, Holdco and Merger Sub shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination and payment of the Merger Consideration and any other actions required or permitted to be taken by the Representative hereunder, and no party hereunder or any Stockholder and/or the Optionholder shall have any cause of action against Parent, Holdco or Merger Sub for any action taken by Parent, Holdco or Merger Sub in reliance upon the written instructions or decisions of the Representative. The provisions of this Section 1.12 are independent and severable, are irrevocable and coupled with full power an interest sufficient in law to support an irrevocable power, shall survive the death, incompetency, disability, incapacity, merger, consolidation, liquidation, bankruptcy, insolvency or dissolution of substitution in any Stockholder and/or the premises) Optionholder, and shall be enforceable notwithstanding any rights or remedies that any Stockholder and/or the Optionholder may have in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement. The provisions of this Section 1.12 shall be binding upon the heirs, legal representatives, successors and assigns of each Stockholder and each Optionholder, and any references in this Agreement to a Stockholder or Optionholder shall mean and include the successors to the rights of the Stockholders and Optionholders (as applicable) hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (c) By virtue of the approval and adoption of this Agreement, the Transaction Merger and the other agreements transactions contemplated hereby including: by the requisite consent of the holders of shares of Company Common Stock, each of the Stockholders shall be deemed to have agreed that (i) to receive all payments owing the Representative shall not be liable to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive for any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as Representative under or in connection with this Agreement, unless such action Agreement or omission results from or arises out of willful misconduct or gross negligence on the part any of the Representativeother Transaction Documents, or any of the transactions contemplated hereby or thereby (including, without limitation, any liability for losses resulting from investment of the Administrative Expense Amount or otherwise dealing with the Administrative Expense Amount); (ii) the Representative will be entitled to reimbursement from the Sellers for its reasonable out-of-pocket fees and expenses in the performance of its obligations as Representative (it being understood and agreed that the Representative will be entitled to receive such reimbursement (without limiting the right of the Representative to pursue any Seller individually for any such reimbursement) (x) directly from the Administrative Expense Account (to the extent of any funds therein) at any time the Representative shall so elect and/or (y) from any Escrow Account at any time when any portion of the Escrow Amount is to be distributed to the Sellers, and the Representative is hereby authorized and empowered to apply any portion of the Administrative Expense Amount and/or to direct the Escrow Agent to release any applicable portion of the Escrow Amount to satisfy such reimbursement obligations; provided, however, that the obligation of the Sellers to reimburse the Representative shall not be liable altered, impaired, reduced or otherwise diminished if the Administrative Expense Amount and/or the Escrow Amount so distributed is insufficient to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by reimburse the Representative in full or if the performance Representative elects not to receive such reimbursement from the Administrative Expense Amount and/or the Escrow Amount); (iii) the Representative shall not owe any fiduciary duty or discharge have any fiduciary responsibility or other obligation or duty of its duties trust to any of the Stockholders, any of the Optionholders, the Company, Parent, Holdco, Merger Sub or any of their respective Affiliates pursuant to this Agreement or any of the other Transaction Documents; and (iv) it shall, jointly and severally with each other Seller, defend, indemnify and hold harmless the Representative and its Affiliates (which shall not include the Company or any of its Subsidiaries for purposes of this Section 11.13 1.12(c)) and each of their respective officers, directors, managers, employees, stockholders, members, partners, employers, advisors, attorneys, owners, agents and representatives from and against all expenses (including fees and expenses of counsel), losses, claims, fines, liabilities, damages, judgments or amounts paid in settlement in respect of any threatened, asserted, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative, regulatory or investigative, based on, arising out of or relating to the “fact that such Person is or was a Representative Expenses”hereunder (or is or was an Affiliate of the Representative, or an officer, director, manager, employee, stockholder, member, partner, employer, advisor, attorney, owner, agent or representative of the Representative or any such Affiliate) or arising out of acts or omissions of such Person in such capacity (including in respect of acts or omissions in connection with this Agreement or any of the other Transaction Documents, and the transactions contemplated hereby or thereby) except for, in any case, the gross negligence or willful misconduct of the Representative as determined by a final and non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that the Representative will be entitled to receive such indemnities (without limiting the right of the Representative to pursue any Seller individually for any such indemnities) (A) directly from the Administrative Expense Account (to the extent of any funds therein) at any time the Representative shall so elect and/or (B) from any Escrow Account at any time when any portion of the Escrow Amount is to be distributed to the Sellers, and the Representative is hereby authorized and empowered to apply any portion of the Administrative Expense Amount and/or to direct the Escrow Agent to release any applicable portion of the Escrow Amount to the Representative to satisfy such indemnification obligations); provided, however, that the obligation of the Sellers to indemnify the Representative shall not be altered, impaired, reduced or otherwise diminished if the Administrative Expense Amount and/or the Escrow Amount so distributed is insufficient to indemnify the Representative in full or if the Representative elects not to receive such indemnification from the Administrative Expense Account and/or any Escrow Account).

Representative. (a) The Company Each Seller hereby appoints Brazos Equity ▇▇ ▇▇, LLC as its representative, to act as Representative under and as contemplated by and in connection with the Purchase Agreement and the Ancillary Agreements, including the Escrow Agreement. In furtherance thereof, each Seller agrees that GS Capital Partners VI, L.P. shall be the Representative will act as agent and attorney-in-fact for each of the Stockholders such Seller and the Optionholders other Seller Indemnifying Parties, with full power and authority to act as represent each such Seller and the Representative other Seller Indemnifying Parties, and the heirs, successors, and assigns of each of them, with respect to all matters arising under this the Purchase Agreement and the Ancillary Agreements, including the Escrow Agreement but not including any Seller’s Noncompetition Agreement, if applicable (all provisions herein dealing with Representative’s right to act on behalf of a Seller under any Ancillary Agreements will not include such Seller’s Noncompetition Agreement, if applicable), and all actions taken by Representative under any such agreements will be binding upon each such Seller Indemnifying Party and the heirs, successors, and assigns of each of them, as if expressly ratified and confirmed in writing by each of them, and no Seller Indemnifying Party will have the right to object to, dissent from, protest, or otherwise contest the same. Without limiting the generality of the foregoing, Representative will have full power and authority, on behalf of each Seller, and the heirs, successors, and assigns of each of them, to interpret the terms and provisions of the Purchase Agreement and the Ancillary Agreements, including the Escrow Agreement, to amend the Purchase Agreement and any Ancillary Agreement on behalf of each Seller to the extent such party’s rights are not adversely effected thereby, to give and receive notices on behalf of such Seller, to dispute or fail to dispute any claim under the Purchase Agreement and/or the Escrow Agreement and/or any other agreements contemplated hereby in accordance with Ancillary Agreement, including any claim for indemnification under Section 6.2 or Article VIII of the Purchase Agreement and/or the terms of this the Escrow Agreement, to negotiate and compromise any dispute that may arise under the Purchase Agreement and/or the Escrow Agreement and/or any other Ancillary Agreement, including any claim for indemnification under Section 11.13. In the event 6.2 or Article VIII of the resignation, death or incapacity Purchase Agreement and/or the terms of the Escrow Agreement, to sign any release or other documents with respect to any such dispute or claim, to appoint a successor Representative, and to make any and all decisions and determinations relating to rights and obligations of any or all Seller Indemnifying Parties under the Purchase Agreement and/or the Escrow Agreement and/or any other Ancillary Agreement. A Seller Indemnifying Party will be deemed a successor representative reasonably satisfactory party or a signatory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The any agreement, document, instrument, or certificate for which Representative is hereby authorized and empowered to act for, and signs 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect theretoto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this AgreementSeller Indemnifying Party. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VI, L.P. Representative shall be serve as the agent for and attorney-in-fact for each on behalf of the Stockholders Shareholders (in their capacities as such) to: (i) receive, assert, negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, any Claims and Liabilities by any Indemnitee, against any such Shareholder or by any such Shareholder against any Indemnifying Party or any other dispute between Parent and any such Shareholder, in each case relating to this Agreement or the Optionholders transactions contemplated hereby or thereby; and (ii) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, in each case without having to act seek or obtain the consent of any Person under any circumstance. Any and all Claims and Liabilities between or among any Indemnitee, the Representative and/or any one or more Shareholders relating to this Agreement or the transactions contemplated hereby shall (i) in the case of any claim or dispute asserted by or against or involving any such Shareholder (in its capacity as such) (other than any claim against or dispute with the Representative), be asserted or otherwise addressed solely by the Representative on behalf of such Shareholder (and not by such Shareholder acting on its own behalf). The Person serving as the Representative under this Agreement and may be replaced from time to time by the other agreements contemplated hereby holders of a majority in accordance with the terms of this Section 11.13. In the event interest of the resignation, death or incapacity shares held by the Shareholders upon not less than ten days' prior written notice to Parent. No bond shall be required of the Representative, a successor representative reasonably satisfactory and the Representative shall receive no compensation for his services. Notices or communications to Parent or from the Representative shall thereafter be appointed by an instrument in writing signed by Parent and such successor representativeconstitute notice to or from each of the Shareholders. (b) The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The Representative shall not be liable to any Stockholder, Optionholder or to Shareholder for any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by hereunder as the Representative while acting in its role 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 Shareholders shall, severally and not jointly, on a pro rata basis, indemnify the Representative under and hold him harmless against any loss, liability or in connection with this Agreementexpense incurred without gross negligence, unless such action bad faith or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative and arising out of or in connection with the acceptance or administration of his duties hereunder, including without limitation the legal costs and expenses of defending the Representative against any claim or liability in connection with the performance of the Representative's duties. (c) Notwithstanding anything herein to the contrary, the Representative is not authorized to, and shall not, accept on behalf of any holder of Company Stock any Merger Consideration to which such holder of Company Stock is entitled under this Agreement and the Representative shall not be liable in any manner exercise, or seek to exercise, any Stockholder voting power whatsoever with respect to shares of capital stock of the Company or Optionholder 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 event that, in the exercise holder of his or its reasonable judgmentCompany Stock. In all matters relating to this Article 8, the Representative believes there will not shall be adequate resources available the only party entitled to cover potential costs assert the rights of the holders of Company Stock and expenses the Representative shall perform all of the obligations of the holders of Company Stock hereunder. Representative shall promptly, and in any event within five (5) business days, provide written notice to contest a claim made the affected of any action taken on their behalf by Parent or Merger Subthe Representative pursuant to the authority delegated to the Representative under this Section 8.5. (ed) The Representative shall receive reimbursement fromhave reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, and be indemnified from, provided that the Representative Escrow Account, for shall treat confidentially and not disclose any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by nonpublic information from or about the Representative in the performance or discharge of its duties pursuant Company to this Section 11.13 anyone (the “Representative Expenses”except on a need to know basis to individuals who agree to treat such information confidentially).

Representative. (a) The Company agrees that GS Capital Partners VIEffective upon the approval of the Merger and this Agreement by the Stockholders, L.P. and without any further act of any Stockholder, holder of Series B Warrant or Participant, the Representative shall be the agent irrevocably constituted and attorney-in-fact for each of the Stockholders and the Optionholders to act appointed as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act for, for and on behalf ofof both the Stockholders, any or all holders of the Stockholders Series B Warrant and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions Participants contemplated in this Agreement by Schedule 2.7 to give and the other agreements contemplated hereby including: (i) to receive notices and communications, take any and all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision actions arising out of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby Agreement and the transactions contemplated herein Ancillary Agreements, including for purposes of taking any action or therein. Parent omitting to take action on behalf of all Stockholders, holders of Series B Warrant and Merger Sub shall be entitled Participants or each of them hereunder or thereunder, to rely on authorize delivery to the Buyer or any other Buyer Indemnified Party of any amounts from the funds held by the Escrow Agent in satisfaction of claims by the Buyer or such appointment other Buyer Indemnified Party, to negotiate, enter into settlements and compromises of and comply with orders of courts with respect to such claims, and to treat take all actions necessary or appropriate in the judgment of the Representative as for the duly appointed attorney-in-fact accomplishment of each Stockholder the foregoing, and Optionholder. Notices given to carry out all other obligations set forth specifically for the Representative in accordance with this Agreement. Such agency may be changed by the provisions persons and entities set forth on Schedule 2.7 and representing two-thirds of this Agreement the payments to be made thereunder of upon not less than ten (10) calendar days’ prior written notice to all such persons and entities, Buyer and the Escrow Agent. Notices of communications to or from the Representative pertaining to the powers and duties of the Representative shall constitute notice to or from each of the Stockholders Stockholders, holders of Series B Warrant and the Optionholders for all purposes under this AgreementParticipants with respect to any such item. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (db) The Representative shall not be liable to any Stockholder, Optionholder holder of Series B Warrant or to Participant for any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken hereunder as Representative while acting in good faith and in the exercise of reasonable judgment. The Representative will serve without compensation unless otherwise agreed in a separate agreement among the Stockholders, holders of Series B Warrant, Participants and the Representative. The Stockholders, holders of Series B Warrant and the Participants shall jointly and severally and on a pro rata basis, based on the amounts set forth on Schedule 2.7, indemnify and defend the Representative and hold the Representative harmless against any Loss incurred by the Representative in its role as Representative under and arising out of or in connection with this Agreementthe acceptance, unless such action performance or omission results from or arises out of willful misconduct or gross negligence on the part administration of the Representative’s duties hereunder and under the Ancillary Agreements (including the Escrow Agreement), including the reasonable fees and expenses of any legal counsel, accountants, auditors and other advisors retained by the Representative. (c) A decision, act, consent or instruction of the Representative shall constitute a decision of all of the Stockholders, holders of Series B Warrant and the Participants, and shall be final, binding and conclusive upon each and every Stockholder, holder of Series B Warrant and Participant, and the Representative shall not be liable Escrow Agent and Buyer may rely upon any decision, act, consent or instruction of each and every Stockholder. The Escrow Agent and Buyer are hereby relieved from any liability to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, Person for any and all expensesacts done by them in accordance with such decision, charges and liabilitiesact, including reasonable attorneys’ fees, incurred by consent or instruction of the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”)Representative.

Representative. (a) The Company agrees that GS Capital Partners VI, L.P. shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is hereby appointed as the agent and attorney-in-fact for each of the Stockholders and the Optionholders Representative to act as representative to the Members and to carry out the duties set forth in this Agreement and the Warranty Escrow Agreement; to give and receive notices and communications for and on behalf of the Members; to prosecute and defend litigation and claims for indemnification under this Agreement and the Warranty Escrow Agreement; to settle disputes; to agree to, negotiate, enter into settlements and compromises of, and demand and pursue arbitration and comply with orders of courts and awards of arbitrators with respect to claims; and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing to effectuate and carry out the terms and purposes of the transactions contemplated by this Agreement and the Warranty Escrow Agreement. If ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is or becomes unavailable to act as the Representative, then ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be appointed successor Representative. If ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ is or becomes unavailable to act as the Representative, then a successor Representative shall be designated by the holders of a majority in interest of the Escrowed Property on the date such successor Representative is designated. (b) Notwithstanding any other provision herein to the contrary, Activision shall be able to rely conclusively on the instructions and decisions of the Representative as to any matter requiring action or decision by the Members under this Agreement and the Warranty Escrow Agreement, and the Members shall not have any cause of action against Activision for any action taken by Activision in reliance upon the instructions or decisions of the Representative. (c) In furtherance of the foregoing, the Representative may by written notice to the Escrow Agent, with a copy to Activision, request payment for or reimbursement of any and all reasonable legal fees and expenses paid or payable by the Representative in connection with any matters requiring any action by the Representative as provided in this Agreement (collectively, "Reimbursement Amounts"), including, without limitation, the defense and/or settlement of any claims and the Warranty Escrow Agreement, and the Escrow Agent shall be authorized to release from time to time from the Escrow Account an amount equal to such fees and expenses so requested unless, within ten (10) days after such notice Activision objects to such payment by delivery of notice to the Representative and the Escrow Agent, in which case such fees and expenses will not be disbursed absent (1) agreement between the Representative and the Activision or (2) a judgment of the arbitrators in connection with the resolution of a claim that such fees are reasonable and are not required to be reimbursed by Activision. Any notice or other communication to be delivered to the Representative shall be delivered pursuant to Section 8.3. The Members acknowledge and agree that no Member shall have any right to object, dissent, protest or otherwise contest or have any cause of action against the Representative for any amounts paid to or by the Representative pursuant to this Section 7.5(c). (d) In the event that the Reimbursement Amounts to be paid to the Representative pursuant to Section 7.5(c) exceed the amounts in the Escrow Account, in addition to the Reimbursement Amounts, the Representative may by written notice to each Member, seek reimbursement for such excess amount. Each Member agrees to reimburse the Representative in proportion to such Member's proportionate percentage ownership interest in Treyarch within ten (10) days of the receipt by such Member of such notice from the Representative pursuant to this Section 7.5(d). (e) All actions, decisions and instructions of the Representative shall be conclusive and binding upon all of the Members and no Member shall have any right to object, dissent, protest or otherwise contest the same or have any cause of action against the Representative for any action taken, decision made or instruction given by the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignationWarranty Escrow Agreement, death except for fraud or incapacity of willful misconduct by the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (bf) The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act In acting as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereofMembers, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively rely upon, and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The Representative shall not be liable to any StockholderMember for acting or refraining from acting upon, Optionholder an opinion of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order, arbitrator's award, appraisal, bond or other paper or document reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Representative shall incur no liability to any Member or other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken suffered by the Representative in its role his capacity as Representative under in reliance upon any note, direction, instruction, consent, statement or in connection with this Agreementother documents believed by him to be genuinely and duly authorized, unless such nor for any other action or omission results from inaction except his own fraud or arises out of willful misconduct and the Representative shall be indemnified and held harmless by the Members from all losses, costs, and expenses which the Representative may incur as a result of involvement in any legal proceedings arising from the performance of his duties hereunder. The Representative may perform his duties as Representative either directly or gross negligence on the part of the Representativeby or through his agents or attorneys, and the Representative shall not be liable responsible to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, Members for any and all expenses, charges and liabilities, including misconduct or negligence on the part of any agent or attorney appointed with reasonable attorneys’ fees, incurred care by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”)him hereunder.

Representative. (a) The Company agrees that GS Capital Partners VI, L.P. shall be Shareholders each irrevocably initially appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇ as the agent Representative with power of designation and assignment as its true and lawful proxy and attorney-in-fact for and agent with full power of substitution, to act solely and exclusively on behalf of, and in the name of, each Shareholder with the full power, without the consent of the Stockholders and Shareholders, to exercise the Optionholders to act as powers of the Representative under the provisions of this Agreement or the Ancillary Agreements (including the Escrow Agreement) and to take all actions necessary or appropriate in the judgment of the Representative in connection with this Agreement and the Ancillary Agreements (including the Escrow Agreement), which shall include the power and authority to (i) amend, modify, waive or provide consent with respect to, any provision of this Agreement or the Ancillary Agreements (including the Escrow Agreement), (ii) to execute, deliver and accept such waivers and consents and to endorse and deliver any and all notices, documents, certificates or other agreements papers to be delivered in connection with this Agreement and the Ancillary Agreements (including the Escrow Agreement), (iii) to disburse any funds received hereunder or under the Escrow Agreement to each Shareholders, and (iv) to consummate the transactions contemplated hereby and thereby as the Representative, in accordance with the terms of this Section 11.13its sole discretion, may deem necessary or desirable. In the event of the resignation, death or incapacity of ▇▇▇▇▇▇▇ ▇▇▇▇▇, the Shareholders each irrevocably appoints ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as the Representative, a successor representative reasonably satisfactory to Parent without the consent of the Shareholders, and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇’▇ appointment as the Representative shall thereafter be appointed by an instrument effective upon notification in writing signed by Parent and such successor representative. (b) The to Buyer. In any Third Party Defense in which more than one Shareholder is an Indemnitor, the Representative is hereby authorized and empowered to shall act for, and on behalf ofof all Shareholder Indemnitors, any or all it being agreed that in the event of a post-Closing Action, Buyer is entitled to discovery of documents from the Shareholders relevant to such Action as if such Shareholders were parties to such Action, notwithstanding the appointment of the Stockholders Representative as the sole intermediary for other purposes. The Buyer and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this AgreementBuyer Indemnitees, (ii) to the extent within the power of the Stockholders and Optionholders to do soif applicable, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall will be entitled to rely on such appointment exclusively upon any notices and to treat other acts of the Representative as being legally binding acts of the duly appointed attorney-in-fact Shareholders individually and collectively. The appointment and power of each Stockholder and Optionholder. Notices given attorney granted by the Shareholders to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency be deemed coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the all authority granted in this Section 11.13 conferred hereby shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The irrevocable whether by death or incapacity, or dissolution or other termination of existence, incapacity of any Stockholder the Shareholders or Optionholder shall not terminate the authority and agency occurrence of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder event or Optionholderevents. (d) The 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIBy virtue of the execution and delivery of a Joinder Agreement, L.P. and the adoption of this Agreement and approval of the Mergers by the Stockholders, each of the Indemnifying Parties shall be the deemed to have agreed to appoint Fortis Advisors LLC as its exclusive agent and attorney-in-fact for each of the Stockholders and the Optionholders to act fact, as the Representative for and on behalf of the Indemnifying Parties to give and receive notices and communications in respect of indemnification claims under this Agreement to be recovered against the Escrow Fund, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of any indemnification claims hereunder by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Transactions, and to take all other agreements contemplated hereby actions that are either (i) necessary or appropriate in accordance with the judgment of the Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Section 11.13Agreement. In Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Indemnifying Parties, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative may resign at any time or such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity 84 of the substituted agent. Notwithstanding the foregoing, in the event of a resignation of the resignationRepresentative or other vacancy in the position of Representative, death or incapacity such vacancy may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Representative. Notices or communications to or from the Representative after the Closing shall constitute notice to or from the Indemnifying Parties. The powers, a immunities and rights to indemnification granted to the Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Indemnifying Party and shall be binding on any successor representative reasonably satisfactory to Parent thereto, and (ii) shall thereafter be appointed survive the delivery of an assignment by an instrument any Indemnifying Party of the whole or any fraction of his, her or its interest in writing signed by Parent and such successor representativethe Escrow Fund. (b) The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby includingshall be entitled to: (i) rely upon the Spreadsheet, (ii) rely upon any signature believed by it to receive be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Indemnifying Party or other party. A decision, act, consent or instruction of the Representative, including an amendment of any provision of this Agreement pursuant to Section 10.2 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties and each such Indemnifying Party’s successors as if expressly confirmed in writing by such Indemnifying Party, and all payments owing defenses which may be available to any Indemnifying Party to contest, negate, or disaffirm the actions of the Representative taken in good faith under this Agreement are waived. Parent may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of the Indemnifying Parties. Parent is hereby relieved from any liability to any person for any acts done by Parent in accordance with such decision, act, consent or instruction of the Representative. (c) Certain Indemnifying Parties have entered into an engagement agreement (the “Representative Engagement Agreement”) with the Representative to provide direction to the Stockholders or the Optionholders Representative in connection with its services under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other Representative Engagement Agreement (such Indemnifying Parties, including their individual representatives, collectively the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Representative Group”) shall be liable for any act done or omitted hereunder, under the Escrow Agreement and under the Representative Engagement Agreement as Representative while acting in good faith. The Indemnifying Parties shall indemnify the Representative Group and defend and hold the Representative Group harmless against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs, judgments, amounts paid in settlement and expenses arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, under the Representative Engagement Agreement or under any agreements contemplated ancillary hereto, including the fees and expenses of any legal counsel or experts retained by the Representative, costs incurred in this Agreement)connection with seeking recovery from insurers, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed any amounts required to be paid by the Representative to the Escrow Agent pursuant to the Escrow Agreement (“Representative Expenses”) in each case as such Representative Expense is suffered or incurred; provided, that in the event that any such Representative Expense is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Holders the amount of such indemnified Representative Expense to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Representative by the Indemnifying Parties, any such Representative Expenses may be necessary or desirable recovered by the Representative from (i) the funds in connection withthe Expense Fund and (ii) the amounts in the Escrow Fund at such time as remaining amounts would otherwise then be distributable to the Indemnifying Parties (which, for the avoidance of doubt, shall not include any amounts that remain held in the Escrow Fund subject to the resolution of any pending indemnification claims); provided, that while this section allows the Representative to be paid from the Expense Fund and the Escrow Fund, this Agreementdoes not relieve the Indemnifying Parties from their obligation to promptly pay such Representative Expenses as they are suffered or incurred, nor does it prevent the other agreements contemplated hereby Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Indemnifying Parties or otherwise. The Indemnifying Parties acknowledge and agree that the foregoing indemnities and immunities will survive the resignation or removal of the Representative or any member of the Advisory Group and the transactions contemplated herein or thereinClosing and/or the termination of this Agreement and the Escrow Agreement. Parent and Merger Sub The Representative shall be entitled to rely on use the Expense Fund in order to fund all Representative Expenses. Following the Expiration Date, the resolution of all indemnification claims made under this Agreement and the satisfaction of all such appointment and to treat indemnification claims, the Representative as shall have the duly appointed attorney-in-fact right to recover Representative Expenses incurred in excess of each Stockholder the amounts in the Expense Fund and Optionholder. Notices given not previously recovered directly from the Indemnifying Parties from the Escrow Fund, prior to any distribution to the Indemnifying Parties, and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Representative in accordance with Expenses actually incurred and not previously recovered. For the provisions avoidance of doubt, while this section allows the Representative to be paid from the Escrow Fund, this Section 8.7(c) shall not limit the obligation of any Indemnifying Party to promptly pay such Representative Expenses as they are incurred, to the extent the Expense Fund is insufficient or unavailable. A decision, act, consent or instruction of the Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 10.2 or Section 10.3, shall constitute notice to a decision of the Stockholders Indemnifying Parties and shall be final, conclusive and binding upon the Indemnifying Parties; and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest Escrow Agent and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative Parent may conclusively and absolutely rely, without inquiry, rely upon any act such decision, act, consent or instruction of the Representative as being the act decision, act, consent or instruction of the Stockholder or Optionholder. (d) Indemnifying Parties. The Representative shall not be liable Escrow Agent and Parent are hereby relieved from any liability to any Stockholderperson for any acts done by them in accordance with such decision, Optionholder act, consent or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as 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 instruction of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. 10.8.1 The Representative shall serve as the agent for and on behalf of the Effective Time Stockholders (ain their capacities as such) The Company agrees to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that GS Capital Partners VI, L.P. this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such stockholders individually); (ii) authorize deliveries to Acquiror of shares or other property from the agent Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 10.6; (iv) consent or agree to, negotiate, enter into settlements and attorney-in-fact for compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Person, against any such stockholder or by any such stockholder against any Indemnified Person or any dispute between any Indemnified Person and any such stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; and (vi) take all actions necessary or appropriate in the judgment of the Stockholders and Representative for the Optionholders accomplishment of the foregoing, in each case without having to act seek or obtain the consent of any Person under any circumstance. The person serving as the Representative under this Agreement and may be replaced from time to time by the other agreements contemplated hereby holders of a majority in accordance with the terms of this Section 11.13. In the event interest of the resignation, death shares or incapacity other property then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror. No bond shall be required of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby 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 Representative shall receive no compensation for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) his services. Notices or communications to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by from the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to or from each of the Stockholders and the Optionholders for all purposes under this AgreementEffective Time Stockholders. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) 10.8.2 The Representative shall not be liable to any Effective Time Stockholder for any act done or omitted hereunder as the Representative while acting in good faith and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and the Escrow Agreement and no implied covenants or obligations shall be read into this Agreement or the Escrow Agreement against the Representative. The Effective Time Stockholders shall, severally and not jointly, on a pro rata basis (with each Effective Time Stockholder, Optionholder or ’s pro rata portion being equal to any other Person (other than Parent or Merger Subsuch holder’s percentage interest in the Escrow Fund), with respect to any action taken or omitted to be taken by indemnify the Representative in its role as Representative under and hold him harmless against any loss, liability or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of his duties hereunder, including without limitation the legal costs and expenses of defending the Representative against any claim or liability in connection with the performance of the Representative’s duties. If not paid directly to the Representative by the Effective Time Stockholders, such losses, liabilities or expenses may be recovered by the Representative from Escrow Shares otherwise distributable to the Effective Time Stockholders (and not distributed or distributable to any Indemnified Person or subject to a pending indemnification claim of any Indemnified Person) following the expiration of the Claims Period pursuant to the terms hereof and of the Escrow Agreement, at the time of distribution, and such recovery will be made from the Effective Time Stockholders (on a pro rata basis according to their respective percentage interests in the Escrow Fund). 10.8.3 The Representative shall have reasonable access to information about Target and the reasonable assistance of Target’s officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Representative shall treat confidentially and not be liable disclose any nonpublic information from or about Target to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available anyone (except on a need to cover potential costs and expenses know basis to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant individuals who agree to this Section 11.13 (the “Representative Expenses”treat such information confidentially).

Representative. (a) The Company agrees that GS Capital Partners VI, L.P. shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders to act 9.2.1 Appointment. Representative Services LLC is hereby appointed as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of represent the Stockholders and the Optionholders (with full power of substitution in the premises) AirPatrol Shareholders in connection with such matters as are reasonably necessary any and all claims for indemnification that Acquiror or any other Indemnified Person may have against any AirPatrol Shareholder under Article 7 of this Agreement, any potential adjustment to the consummation Merger Consideration and any matter related to amount or payment of the transactions contemplated in this Agreement Earnout Payment. The Representative shall have full power and the other agreements contemplated hereby including: authority to (i) give and receive notices and communications to receive all payments owing to the Stockholders or the Optionholders under this Agreement, from Acquiror (iion behalf of itself or any other Indemnified Party) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including and/or the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative Agent relating to be necessary or desirable in connection with, this Agreement, the Escrow Agreement or any of the Contemplated Transactions and other agreements matters contemplated hereby or thereby; (ii) authorize release (including by means of not objecting to claims) to Acquiror of Holdback Shares from the Escrow Account; (iii) object to any claims pursuant to Section 7.13; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such AirPatrol Shareholders or by any such AirPatrol Shareholders against any Indemnified Party or any dispute between any Indemnified Party and any such AirPatrol Shareholders, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; (vi) make all decisions and actions relating to any adjustment to the Merger Consideration or the amount or payment of the Earnout Payment, (vii) amend this Agreement, the Escrow Agreement or any other related agreement or any other agreement referred to herein or thereincontemplated hereby; (vii) take any and all actions and do any and all things which this Agreement specifies that the Representative can or shall do; and (viii) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Parent The Person serving as the Representative may resign at any time, and may be replaced from time to time by the the AirPatrol Shareholders holding a majority of the voting capital stock of AirPatrol immediately prior to the Effective Time of Merger Sub I upon not less than ten days’ prior written notice to Acquiror and with Acquiror’s written consent, which shall not be unreasonably withheld, conditioned or delayed. No bond shall be entitled required of the Representative. Notices or communications to rely on such appointment and to treat or from the Representative as after the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement Closing shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment or from each of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligenceAirPatrol Shareholders. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholderaccepts its appointment hereunder. (d) The 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (aiii) The Company agrees that GS Capital Partners VIIn the event Employee leaves the employ of Employer by voluntary resignation or is terminated pursuant to Section 5(c), L.P. shall be the agent and attorney-in-fact for each any unexpired portion of the Stockholders Option shall expire and be forfeited effective on the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms date of this Section 11.13such resignation or termination. In the event Employee's employment is terminated pursuant to Section 5 (a), (b) or (d), or the term of this Agreement ends and a new employment arrangement is not made between Employee and Employer, the resignationOption shall vest in full at such time and become fully exercisable at such time and shall be deemed to expire and be forfeited on the 120th day following such death, death disability, or incapacity termination of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representativeemployment. (biv) The Representative is hereby authorized Upon issuance of Common Stock of Employer pursuant to the Option to Employee, his heirs or representatives, the recipient of such stock may be required to represent that the shares of stock are taken for investment and empowered not resale and make such other representations as may be necessary to act for, and on behalf of, any or all qualify the issuance of the Stockholders shares as exempt from the Securities Act of 1933 or to permit registration of the shares and shall represent that he shall not dispose of such shares in violation of the Securities Act of 1933 and the Optionholders (with full power Securities Exchange Act of substitution in 1934. Employer reserves the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) right to receive all payments owing place a legend on any stock certificate issued pursuant to the Stockholders or the Optionholders under Option to assure compliance with this Agreement, (ii) to the extent within the power subclause. No shares of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative Common Stock of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments Employer shall be required to be made with respect theretodistributed until Employer shall have taken such action, (v) if any, as is then required to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance comply with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this AgreementSecurities Act of 1933 or any other then applicable securities law or regulation of any stock exchange. (cv) The appointment Employee shall be responsible for payment to Employer of the Representative is an agency coupled with an interest amount of any tax required by any governmental authority to be withheld and is irrevocable and any action taken paid over by Employer to such governmental authority for the Representative account of the person entitled to the Option. (vi) On February 2, 1998, if Employee's employment hereunder has not been terminated pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action provisions of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as Representative under or in connection with this Agreement, unless Employer shall grant to Employee an option substantially the same as the Option, except (A) the number of shares of Common Stock of Employer to be acquired shall be 100,000, (B) such action or omission results from or arises out of willful misconduct or gross negligence option shall expire on February 1, 2008, (C) the part exercise price for such option shall be the closing price of the Representative, and Common Stock of Employer as reported on NASDAQ National Market for that date (or if the Representative shall Common Stock of Employer is not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgmenttraded on that date, the Representative believes there will not be adequate resources available immediately preceding date on which the Common Stock of Employer was traded) or on any other recognized quotation system on which the Common Stock of Employer is then quoted (or the midpoint of the "bid" and "asked" price if no closing price is quoted), subject to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).adjustment as

Representative. (a) The Company agrees that GS Capital Partners VIEach Stockholder by signing this Agreement designates R▇▇▇ ▇▇▇▇▇▇ as its representative and the representative of the Stockholders, L.P. in each case for purposes of the Transaction Documents (the “Representative”). If R▇▇▇ ▇▇▇▇▇▇ shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders unable to act serve as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory the Stockholders designate H▇▇▇▇▇▇ ▇▇▇▇▇▇ to Parent be the Representative. The Stockholders shall thereafter be appointed bound by an instrument in writing signed any and all actions taken by Parent and such successor representativethe Representative on their behalf. (b) The Representative is hereby authorized appointed and empowered to act for, constituted the true 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed lawful attorney-in-fact of each Stockholder Stockholder, with full power in his or her name and Optionholder. Notices given on his or her behalf to act according to the Representative terms of the Transaction Documents in accordance with the provisions discretion of this Agreement shall constitute notice the Representative, and to do all things and to perform all acts, including amending the Transaction Documents, waiving rights, discharging liabilities and obligations, making all decisions relating to the Stockholders determination of the Purchase Price Adjustment, and executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Optionholders for Transaction Documents. This power of attorney and all purposes under this Agreementauthority hereby conferred is granted in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any one or more Stockholders, or by operation of Law, whether by death or other event. (c) The appointment All decisions and actions by the Representative, including, without limitation, any agreement between the Representative and the Buyer relating to the determination of the Representative is an agency coupled with an interest and is irrevocable and Purchase Price Adjustment, or the defense or settlement of any action taken by claims for which the Representative Stockholders may be required to indemnify the Buyer Indemnified Parties and/or the Company pursuant to the authority granted in this Section 11.13 Article VI hereof, shall be effective binding upon all Stockholders, and absolutely binding on each no Stockholder and Optionholder notwithstanding any contrary action of shall have the right to object, dissent, protest or direction from such Stockholder or Optionholder, except for actions or omissions of otherwise contest the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholdersame. (d) The By his or her execution of this Agreement, each Stockholder agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative shall not be liable as to the determination of the Purchase Price Adjustment, or the settlement of any Stockholder, Optionholder claims for indemnification by the Buyer or the Company pursuant to Article VI hereof or any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted actions required to be taken by the Representative hereunder, and no party hereunder shall have any cause of action against the Buyer for any action taken by the Buyer in its role as reliance upon the instructions or decisions of the Representative; (ii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Stockholders and no Stockholder shall have any cause of action against the Representative for any action taken, decision made or instruction given by the Representative under this Agreement, except for fraud or willful breach of this Agreement by the Representative; (iii) the provisions of this Section 1.6 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Stockholder may have in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part transactions contemplated hereby; (iv) remedies available at law for any breach of the Representativeprovisions of this Section 1.6 are inadequate; therefore, the Buyer and the Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer or the Company brings an action to enforce the provisions of this Section 1.6; and (v) the provisions of this Section 1.6 shall be binding upon the executors, heirs, legal representatives and successors of each Stockholder, and any references in this Agreement to a Stockholder shall mean and include the Representative shall not be liable successors to any Stockholder or Optionholder in the event thatsuch Stockholder’s rights hereunder, in the exercise of his or its reasonable judgmentwhether pursuant to testamentary disposition, the Representative believes there will not be adequate resources available to cover potential costs laws of descent and expenses to contest a claim made by Parent distribution or Merger Subotherwise. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VI, L.P. shall be Each of the Principals and WWG hereby appoints ▇▇▇▇▇▇▇ as his or its exclusive agent and attorney-in-fact for each of (the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the "Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b") The Representative is hereby 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to give and receive all payments owing notices and communications with respect to the Stockholders or the Optionholders under provisions of this Agreement, (ii) to amend the extent within the power terms of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated herebyAgreement, (iii) to act as agree to, negotiate, enter into settlements or compromises of matters arising under the representative provisions of the Stockholders this Agreement, and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate take any and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further all actions as are authorized necessary or appropriate in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by judgment of the Representative to be necessary or desirable in connection with, taken on behalf of the Principals and WWG under such provisions of this Agreement. Such agency and that of any successor representative is irrevocable and coupled with an interest; provided, however, the Representative shall have no authority to act on behalf of any Principal and WWG with respect to an indemnity claim under Section 7.2.2. In the event the Representative refuses to, or is no longer capable of, serving as the Representative hereunder, the other agreements contemplated hereby Principals shall promptly appoint a successor Representative who shall thereafter be the successor Representative hereunder and the transactions contemplated herein or therein. Parent and Merger Sub Representative shall be entitled to rely on serve until such appointment and to treat the Representative as the successor is duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given qualified to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligenceact hereunder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate Principals and WWG hereby agree that the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The Representative shall not be liable have any liability to the Company or any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to Subsidiary for any action taken he takes or omitted omits to be taken by the Representative take hereunder (or under any agreement or instrument referred to herein) in its role his capacity as Representative under or in connection with this AgreementRepresentative, unless such action or omission results from constitutes bad faith or arises out of willful misconduct by the Representative. Notices or gross negligence on communications to or from the part Representative shall constitute notice to or from the Principals and/or WWG in respect of matters relating to this Agreement. Any decision, act, consent or instruction of the RepresentativeRepresentative shall constitute a decision of all of the Principals and WWG, and shall be final, binding and conclusive upon each Principal and WWG, and the Representative shall not be liable to Purchaser may rely upon any Stockholder decision, act, consent or Optionholder in the event that, in the exercise instruction of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs as being the decision, act, consent or instruction of WWG and expenses to contest a claim made by Parent or Merger Subeach and every Principal. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIMr. ▇▇▇▇ ▇▇▇ll, L.P. shall by virtue of the Merger and the resolutions to be adopted by the agent and Shareholders, be irrevocably appointed attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representative. (b) The Representative is hereby authorized and empowered to act foract, for and on behalf of, of any or all of the Stockholders and the Optionholders Shareholders (with full power of substitution in the premises) in connection with the indemnity provisions of Article 11 as they relate to the Shareholders generally, the Escrow Agreement, the notice provision of this Agreement, and such other matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby Transactions including: (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do sowithout limitation, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders such Shareholders to review and authorize all set-offs, claims and disputes other payments authorized or directed by the Escrow Agreement and dispute or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent Jabil any claims asserted hereunder thereunder and to authorize payments to be made with respect thereto, (v) thereto and to take such further actions as are authorized in this Agreement and (the other agreements contemplated herebyabove named representative, and (vi) in generalas well as any subsequent representative of such Shareholders appointed by him or, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The after his death or incapacity, or dissolution or other termination elected by vote of existence, holders of any Stockholder or Optionholder shall not terminate the authority and agency a majority of the Representative. ParentJabil Shares received by such Shareholders pursuant to the Merger, Merger Sub and any other party being referred to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative herein as the act of the Stockholder or Optionholder. (d) "Representative"). The Representative shall not be liable liable, in his capacity as representative of such Shareholders, to any Stockholder, Optionholder of the Shareholders and their respective affiliates or to any other Person (other than Parent or Merger Sub), person with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, Agreement or the Escrow Agreement in his capacity as representative of such Shareholders unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or gross negligence bad faith on the part of the Representative. Jabil and the Surviving Corporation and each of their respective affiliates shall be entitled to rely on such appointment and treat such Representative as the duly appointed attorney-in-fact of each Shareholder. Each Shareholder who votes in favor of the Merger pursuant to the terms hereof, by such vote, without any further action, and each Shareholder who receives any Jabil Shares in connection with the Representative shall not be liable Merger, by acceptance thereof and without any further action, confirms such appointment and authority and acknowledges and agrees that such appointment is irrevocable and coupled with an interest, it being understood that the willingness of Jabil to any Stockholder or Optionholder in the event thatenter into this Agreement is based, in part, on the exercise appointment of his or its reasonable judgment, a representative to act on behalf of the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger SubShareholders. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.13 (the “Representative Expenses”).

Representative. (a) The Company agrees that GS Capital Partners VIEffective upon and by virtue of the Stockholder Approval, L.P. shall be the agent and attorney-in-fact for each without any further act of any of the Stockholders and or Optionholders, the Optionholders to act Representative is hereby irrevocably appointed as the Representative representative, agent, proxy, and attorney in fact (coupled with an interest) for all the Stockholders and Optionholders for all purposes under this Agreement including the full power and authority on the Stockholders’ and Optionholders’ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in accordance connection herewith, (ii) to negotiate claims and disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, for the avoidance of doubt, the adjustment of Allocable Amount contemplated by Section 3.03 and claims for indemnification under Article XI), (iii) to receive and disburse to, or caused to be received or disbursed to, any Stockholder or Optionholder any funds received on behalf of such Stockholder or Optionholder under this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or otherwise, (iv) to withhold any amounts received on behalf of any Stockholder or Optionholder pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy (on behalf of the Stockholders and Optionholders) any and all obligations or liabilities of any Stockholder, Optionholder or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Stockholders and Optionholders) in connection with the terms adjustment of Allocable Amount contemplated by Section 3.03 or the indemnification of the Purchaser Indemnified Parties under Article XI), (v) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of any Stockholder or Optionholder), (vi) to receive and disburse to, or cause to be received or disbursed to, any individual pursuant to any incentive compensation agreement providing for a transaction bonus, in effect as of the Closing and (vii) to take all other actions to be taken by or on behalf of any Stockholder or Optionholder in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Stockholder and Optionholder. All decisions and actions by the Representative shall be binding upon each Stockholder and Optionholder, and no Stockholder or Optionholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Section 11.13. In the event of the resignation, death or incapacity of the Representative, a successor representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor representativeAgreement. (b) Effective upon and by virtue of the Stockholder Approval, and without any further act of any of the Stockholders or Optionholders, the Representative and its Non-Recourse Parties shall be indemnified, held harmless and reimbursed by each Stockholder and Optionholder severally (based on each Stockholder’s and Optionholder’s Indemnity Allocation Percentage), and not jointly, against all costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Stockholders and Optionholders) in connection with the adjustment of Allocable Amount contemplated by Section 3.03 or the indemnification of the Purchaser Indemnified Parties under Article XI). Any and all amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement are on behalf of the Stockholders and Optionholders (and, not for the avoidance, on behalf of the Representative in any other capacity, as a Stockholder or otherwise). (c) Neither the Representative nor any of its Non-Recourse Parties shall incur any liability to any Stockholder or Optionholder by virtue of the failure or refusal of the Representative or any of its Non-Recourse Parties for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder, except for actions or omissions constituting Fraud. The Representative is and its Non-Recourse Parties shall have no liability in respect of any action, claim or proceeding brought against any such Person by any Stockholder or Optionholder, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if any such Person took or omitted taking any action in good faith. (d) If the Representative pays or causes to be paid any amounts (on behalf of the Stockholders and Optionholders) in connection with any obligation or liability of a Stockholder or Optionholder in connection with the transactions contemplated hereby authorized (including, for the avoidance of doubt, the adjustment of Allocable Amount contemplated by Section 3.03 or the indemnification of the Purchaser Indemnified Parties under Article XI), any such payments and empowered to act forthe reasonable expenses of the Representative incurred in administering or defending the underlying dispute or claim may be reimbursed, when and as incurred, from the Representative Holdback Amount (and, if not so reimbursed from the Representative Holdback Amount, the Representative shall be indemnified, held harmless and reimbursed by each Stockholder and Optionholder severally (based on each Stockholder’s and Optionholder’s Indemnity Allocation Percentage), and on behalf ofnot jointly, for such amount(s)). The Representative may, in its sole and absolute discretion, distribute, or caused to be distributed, 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 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including: (i) to receive all payments owing to the Stockholders funds received or the Optionholders under this Agreement, (ii) to the extent within the power held by it on behalf of the Stockholders and Optionholders to do so(including, to terminatefor the avoidance of doubt, amend, waive any provision of, or abandon, this Agreement or portion of the other agreements contemplated hereby, (iiiMerger Consideration) to act as one or more Stockholders or Optionholders at any time after the representative date hereof, which such distribution(s) of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereoffunds may be different (i.e., (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect theretoto amount, (vtiming, conditionality or otherwise) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of for each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions Upon full reimbursement of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as 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 Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, the Representative Escrow Account, for any and all expenses, charges and liabilitiescosts, including reasonable attorneys’ fees, obligations or liabilities incurred by the Representative in the performance or discharge of its duties pursuant hereunder, the Representative shall distribute, or caused to this Section 11.13 be distributed, all remaining funds held by it on behalf of the Stockholders and Optionholders to the Stockholders and Optionholders; provided, that to ensure compliance with Treasury Regulation §1.409A-3(i)(5)(iv), the Optionholders shall not be entitled to receive any payment, and no payment shall be made to the Optionholders, in connection with the transaction contemplated hereby later than the date which is five (5) years after the Closing Date (it being understood that the Stockholders may receive payments after the date which is five (5) years after the Closing Date, including, for the avoidance of doubt, amounts that, if paid prior to the date which is five (5) years after the Closing Date, would have been paid to the Optionholders). (e) Notwithstanding anything to the contrary set forth herein, the Representative and its Affiliates shall not be liable for any Loss to any Stockholder or Optionholder for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Purchaser or the Merger Sub or the Surviving Corporation. (f) Except as may have been expressly and specifically agreed to in writing by a Stockholder or Optionholder, on the one hand, and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“Representative ExpensesK&E LLP”), on the other hand, and except for the Representative (i) K&E LLP has not and is not representing, and shall not be deemed to have represented any Stockholder or Optionholder in connection with the transactions contemplated hereby, and (ii) K&E LLP has not and is not providing any advice or counsel (including legal advice or counsel), and shall not be deemed to have provided counsel or advice, to any Stockholder or Optionholder in connection with the transactions contemplated hereby. Each Stockholder and Optionholder agrees that K&E LLP may represent the Representative in any matter related to the transaction completed hereby including matters which maybe adverse to such Stockholders or Optionholders and, in furtherance thereof, each Stockholder and Optionholder consents to, and waives, without limitation, restriction or condition of any kind, any actual or potential conflict or other actual or potential objection with respect to K&E LLP’s representation of the Representative in any matter related to the transaction completed hereby.

Representative. (a) The Company agrees that GS Capital Partners VIBy executing and delivering a Letter of Transmittal or by virtue of consummation of the Plan of Arrangement, L.P. shall be the agent each Subversive Limited Partner hereby irrevocably constitutes and appoints Subversive Real Estate Sponsor LLC as its true and lawful attorney-in-fact for each and agent (the “Representative”) with full power of substitution to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the Stockholders transactions contemplated hereby and the Optionholders exercise of all rights and the performance of all obligations hereunder, including: (i) receiving payments under or pursuant to act this Agreement and disbursements thereof to the Subversive Limited Partner, as contemplated by this Agreement; (ii) receiving and forwarding of notices and communications pursuant to this Agreement and accepting service of process; (iii) giving or agreeing to, on behalf of all the Representative Subversive Limited Partner, any and all consents, waivers and amendments deemed by the Representative, in its reasonable and good faith discretion, to be necessary or appropriate under this Agreement and the other execution or delivery of any documents that may be necessary or appropriate in connection therewith; and (iv) with respect to any and all matters arising under this Agreement, (A) disputing or refraining from disputing, on behalf of each Subversive Limited Partner relative to any amounts to be received by the Subversive Limited Partner under this Agreement or any agreements contemplated hereby hereby, or any claim made by Subversive under this Agreement, (B) negotiating and compromising, on behalf of each Subversive Limited Partner, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement, and (C) executing, on behalf of each Subversive Limited Partner, any settlement agreement, release or other document with respect to such dispute or remedy, except in accordance each case with respect to a dispute between any Subversive Limited Partner on the terms of this Section 11.13. In one hand and the event of Representative on the resignationother hand; provided, death or incapacity of however, that, in each case, the Representative, a successor representative reasonably satisfactory Representative shall not take any action adverse to Parent shall thereafter be appointed by an instrument in writing signed by Parent and any Subversive Limited Partner unless such successor representativeaction is also taken proportionately with respect to the others. (b) Each Subversive Limited Partner hereby agrees that: (i) in all matters in which action by the Representative is required or permitted, the Representative is authorized to act on behalf of such Subversive Limited Partner; (ii) all decisions, actions, consents and instructions by the Representative shall be binding upon all of the Subversive Limited Partners, and no Subversive Limited Partner shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction; and (iii) the appointment of the Representative is coupled with an interest and shall be irrevocable by such Subversive Limited Partner in any manner or for any reason. (c) The Representative is hereby authorized and empowered to act forestablish an expense fund (the “Expense Fund”), and on behalf of, any which shall be funded by Subversive at 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 prior to the consummation of the transactions contemplated Arrangement in this Agreement an amount of $50,000. The Representative may use the Expense Fund to pay or be reimbursed for any fees, costs, expenses or other obligations incurred by the Representative acting in its capacity as such. The Subversive Limited Partners will not receive any interest or earnings on the Expense Fund and the other agreements contemplated hereby including: (i) to receive all payments owing irrevocably transfer and assign to the Stockholders Representative any ownership right that they may otherwise have had in any such interest or the Optionholders under this Agreement, (ii) to the extent within the power earnings. The Representative will not be liable for any loss of principal of the Stockholders Expense Fund other than as a result of its gross negligence or willful misconduct. For tax purposes, the Expense Fund shall be treated as having been received and Optionholders to do so, to terminate, amend, waive voluntarily set aside by the Subversive Limited Partners at the time of Closing. The Parties agree that the Representative is not acting as a withholding agent or in any provision of, or abandon, this Agreement or similar capacity in connection with the other agreements contemplated hereby, (iii) to act as Expense Fund. The Representative shall be indemnified and held harmless by the representative Subversive Limited Partners out of the Stockholders Expense Fund from and the Optionholders to review against any and authorize all claims and disputes or question the accuracy thereofcosts, (iv) to negotiate and compromise on their behalf with Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including executing and delivering all agreements expenses (including the Escrow Agreement fees and the other agreements contemplated in this Agreementexpenses of its counsel), certificates, receipts, consents, elections, instructions and other documents contemplated by, losses or deemed liabilities incurred by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact arising out of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder. (d) The 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 Representative in its role as Representative under or in connection with the Representative’s execution and performance of this Agreement, unless . The Expense Fund shall be retained in whole or in part by the Representative for such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, and time as the Representative shall not determine in its sole discretion. If the Representative shall determine in its sole discretion to return all or any portion of the Expense Fund, such amount shall be liable released to any Stockholder Intercure. In no event will the Representative be required to advance its own funds on behalf of the Subversive Limited Partners or Optionholder in otherwise. The foregoing indemnities will survive the event that, in consummation of the exercise of his or its reasonable judgmentArrangement, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent resignation or Merger Sub. (e) The Representative shall receive reimbursement from, and be indemnified from, removal of the Representative Escrow Account, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by or the Representative in the performance or discharge termination of its duties pursuant to this Section 11.13 (the “Representative Expenses”)Agreement.