Common use of Representative Clause in Contracts

Representative. ▇▇▇ ▇▇▇▇▇ (the "Representative") is designated by each Seller to serve as the representative of such Seller with respect to the matters expressly set forth in this Agreement to be performed by the Representative. Buyer and each of its Affiliates shall be entitled to rely on any action taken by the Representative, on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of this 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 (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faith.

Representative. ▇▇▇ ▇▇▇▇▇ (a) Each 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") is designated by each Seller ”), as its attorney-in-fact with full power of substitution, to serve as the representative of such Seller with respect Stockholder to the matters expressly set forth in perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such Stockholder (including the voting of the Subject Shares in accordance with Sections 4(a) and 4(b)), and hereby acknowledges that the Representative shall be authorized to take any action so required, authorized or contemplated by this Agreement. Each such Stockholder 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 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. Buyer Oracle is and each of its Affiliates shall will be entitled to rely on any action so taken or any notice given by the Representative, on behalf 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 majority in interest of any Seller the Stockholders; provided that notice thereof is given by the new Representative to Oracle. (each, an "Authorized Action"b) Notwithstanding the generality of Section 6(a), each Stockholder hereby constitutes and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that appoints the RepresentativeRepresentative with full power of substitution, 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative proxy pursuant to the terms provisions of Section 212 of the 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 lieu thereof or otherwise) with respect to the Subject Shares owned or held by such Stockholder regarding the matters referred to in Sections 4(a) and 4(b) until the termination of this Agreement, to the same extent and with the same effect as such Stockholder might or could do under applicable law, rules and regulations. If The proxy granted pursuant to the Representative resigns immediately preceding sentence is coupled with an interest and shall be irrevocable. Each Stockholder hereby revokes any and all previous proxies or is otherwise unable or unwilling powers of attorney granted with respect 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 any of the previous Representative. Representative shall have no liability Subject Shares owned or held by such Stockholder regarding the matters referred to any Seller (or any beneficial owner of any Sellerin Sections 4(a) for any actions, or failure to take action, which is undertaken by Representative in good faithand 4(b).

Representative. (a) By the execution and delivery of this Agreement, including counterparts hereof, each Shareholder hereby irrevocably constitutes and appoints ▇▇▇▇▇ ▇▇▇▇▇▇▇ as the true and lawful agent and attorney-in-fact of such Shareholder with full powers of substitution (the "“Representative") is designated by each Seller ”), and, if substituted, the Representative shall promptly notify Buyer of such substitution, to serve act in the name, place and stead of such Shareholder with respect to this Agreement, as the representative of such Seller same may be from time to time amended, and with respect to the matters expressly set forth transfer of such Shareholder’s Company Stock to Buyer pursuant hereto and the transactions contemplated hereby, and to do or refrain from doing all such acts and things, and to execute all such documents, as the Representative shall deem necessary or appropriate in connection with this Agreement to be performed by Agreement, the Ancillary Documents or any of the transactions contemplated hereby or thereby. In the event of the death or other incapacity of the then current Representative. Buyer and each , or resignation of its Affiliates shall be entitled to rely on any action taken by the Representative, Shareholders which on the date hereof hold a 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 that effect, whereupon the person designated in such notice shall be the new Representative with respect to all actions taken and/or documents signed from and after actual receipt by Buyer of such notice. (b) Without limiting the generality of the foregoing, the Representative is hereby authorized (i) to receive any payment owing to the Shareholders pursuant to Section 2.3, (ii) to execute the Escrow Agreement on behalf of any Seller (each, an "Authorized Action")the Shareholders, and each Authorized Action shall be binding (iii) to take all actions on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that behalf of 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative Shareholders in connection with any action, suit, actions taken or proceeding to which be taken under Section 2.3 of this Agreement (including accepting service of process upon the Shareholders and accepting or compromising any claim relating to the Proposed Purchase Price Calculation). The Representative is made a party by reason and the Shareholders hereby agree that any amounts disbursed out of the fact he is or was acting as Escrow Account to the Representative pursuant to the terms of this Agreement. If Agreement and/or the Escrow Agreement shall be distributed by the Representative resigns or is otherwise unable or unwilling to serve the Shareholders in such capacityaccordance with Schedule 1 and Exhibit B, then ▇▇▇▇▇'▇ board as applicable. All decisions and actions of directors will appoint a new Person to serve the Representative permitted hereunder shall be final, binding and conclusive on the Shareholders and may be relied upon by Buyer and its Affiliates as the Representative decisions 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 all of the previous RepresentativeShareholders. The Representative shall have no liability not be liable to any Seller (of the Shareholders for any act done or omitted by him in good faith pursuant to this Agreement or any beneficial owner mistake of fact or Law unless caused by his own gross negligence or willful misconduct, and the Shareholders shall jointly and severally indemnify the Representative from any Seller) for Losses arising out of his serving as Representative hereunder. In taking any actionsaction or refraining from taking any action whatsoever the Representative shall be protected in relying upon any notice, paper or other document reasonably believed by him to be genuine, or failure upon any evidence reasonably deemed by him to take actionbe sufficient. The Representative may consult with counsel in connection with his duties and shall be fully protected in any act taken, which is undertaken suffered or permitted by Representative him in good faithfaith in accordance with the advice of counsel.

Representative. Mr. ▇▇▇▇ ▇▇▇▇▇ ll, by virtue of the Merger and the resolutions to be adopted by the Shareholders, be irrevocably appointed attorney-in-fact and authorized and empowered to act, for and on behalf of any or all of the Shareholders (with full power of substitution in the "Representative"premises) is designated by each Seller in connection with the indemnity provisions of Article 11 as they relate to serve 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 including, without limitation, to act as the representative of such Seller Shareholders to review and authorize all set-offs, claims and other payments authorized or directed by the Escrow Agreement and dispute or question the accuracy thereof, to compromise on their behalf with Jabil any claims asserted thereunder and to authorize payments to be made with respect thereto and to take such further actions as are authorized in this Agreement (the above named representative, as well as any subsequent representative of such Shareholders appointed by him or, after his death or incapacity, elected by vote of holders of a majority of the Jabil Shares received by such Shareholders pursuant to the Merger, being referred to herein as the "Representative"). The Representative shall not be liable, in his capacity as representative of such Shareholders, to any of the Shareholders and their respective affiliates or any other person with respect to any action taken or omitted to be taken by the matters expressly set forth Representative under or in connection with this Agreement to be performed by or the Escrow Agreement in his capacity as representative of such Shareholders unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the part of the Representative. Buyer Jabil and the Surviving Corporation and each of its Affiliates their respective affiliates shall be entitled to rely on any action taken by the Representative, on behalf of any Seller (each, an "Authorized Action"), such appointment and each Authorized Action shall be binding on each Seller as fully as if treat such Seller had taken such Authorized Action. Buyer agrees that the Representative, 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 duly appointed attorney-in-fact of a court of competent jurisdiction to have constituted fraudeach Shareholder. Sellers shall jointly and severally indemnify and hold harmless the Representative against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid Each Shareholder who votes in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason favor of the fact he is or was acting as the Representative 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 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 enter into this Agreement. If the Representative resigns or Agreement is otherwise unable or unwilling to serve based, in such capacitypart, 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 appointment of a representative to act on behalf of the previous Representative. Representative shall have no liability to any Seller (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faithShareholders.

Representative. (a) Each Shareholder hereby designates and appoints (and each Permitted Transferee of each such Shareholder is hereby deemed to have so designated and appointed) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (the "“Representative") is designated by ”), acting jointly or individually, as its attorneys-in-fact with full power of substitution for each Seller of them, to serve as the representative of such Seller with respect Shareholder to the matters expressly set forth in perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such Shareholder (including the voting of the Subject Shares in accordance with Sections 4(a) and 4(b)), and hereby acknowledges that the Representative shall be authorized to take any action so required, authorized or contemplated by this Agreement. Each such Shareholder 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 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. Buyer Purchaser is and each of its Affiliates shall 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 majority in interest of the Shareholders; provided that notice thereof is given by the new Representative to Purchaser. (b) Notwithstanding the generality of Section 6(a), each Shareholder hereby constitutes and appoints the Representative, on behalf with full power of any Seller (eachsubstitution, an "Authorized Action")as the proxy pursuant to the provisions of the Maryland General Corporation Law and attorney of such Shareholder, and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that hereby authorizes and empowers the Representative, as acting individually or jointly, to represent, vote and otherwise act (by voting at any meeting of the Representativeshareholders of the Company, shall have no liability to Buyer for any Authorized Action, except by written consent in lieu thereof or otherwise) with respect to the Subject Shares owned or held by such Shareholder regarding the matters referred to in Sections 4(a) and 4(b) until the termination of this Agreement, to the same extent that and with the same effect as such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraudShareholder might or could do under applicable law, rules and regulations. Sellers shall jointly and severally indemnify and hold harmless the Representative against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative The proxy granted pursuant to the terms immediately preceding sentence is coupled with an interest and shall be irrevocable. Each Shareholder hereby revokes any and all previous proxies or powers of this Agreement. If the Representative resigns or is otherwise unable or unwilling attorney granted with respect 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 any of the previous Representative. Representative shall have no liability to any Seller (Subject Shares owned or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken held by Representative in good faithsuch Shareholder.

Representative. Mich▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ll, by virtue of the Merger and the resolutions to be adopted by the Shareholders, be irrevocably appointed attorney-in-fact and authorized and empowered to act, for and on behalf of any or all of the Shareholders (with full power of substitution in the "Representative"premises) is designated by each Seller in connection with the indemnity provisions of Article 11 as they relate to serve 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 including, without limitation, to act as the representative of such Seller Shareholders to review and authorize all set-offs, claims and other payments authorized or directed by the Escrow Agreement and dispute or question the accuracy thereof, to compromise on their behalf with Compuware any claims asserted thereunder and to authorize payments to be made with respect thereto and to take such further actions as are authorized in this Agreement (the above named representative, as well as any subsequent representative of such Shareholders appointed by him or, after his death or incapacity, elected by vote of holders of a majority of the shares Compuware Stock received by such Shareholders pursuant to the Merger, being referred to herein as the "Representative"). The Representative shall not be liable, in his capacity as representative of such Shareholders, to any Shareholders and their respective affiliates or any other person with respect to any action taken or omitted to be taken by the matters expressly set forth Representative under or in connection with this Agreement to be performed by or the Escrow Agreement in his capacity as representative of such Shareholders unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the part of the Representative. Buyer Compuware and the Surviving Corporations and each of its Affiliates their respective affiliates shall be entitled to rely on any action taken by the Representative, on behalf of any Seller (each, an "Authorized Action"), such appointment and each Authorized Action shall be binding on each Seller as fully as if treat such Seller had taken such Authorized Action. Buyer agrees that the Representative, 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 duly appointed attorney-in-fact of a court of competent jurisdiction to have constituted fraudeach Shareholder. Sellers shall jointly and severally indemnify and hold harmless the Representative against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid Each Shareholder who votes in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason favor of the fact he is or was acting as the Representative Merger pursuant to the terms hereof, by such vote, without any further action, and each Shareholder who receives any shares of Compuware Stock in connection with the Merger, by acceptance thereof and without any further action, confirms such appointment and authority and acknowledges and agrees that such appointment is irrevocable and coupled with an interest, it being understood that the willingness of Compuware to enter into this Agreement. If the Representative resigns or Agreement is otherwise unable or unwilling to serve based, in such capacitypart, 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 appointment of a representative to act on behalf of the previous Representative. Representative shall have no liability to any Seller (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faithShareholders.

Representative. ▇▇▇ ▇▇▇▇▇ (a) The Company hereby irrevocably appoints the "Representative as each Unitholder’s true and lawful representative, attorney-in-fact and agent of the 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 adoption of this Agreement and/or its acceptance of any consideration pursuant to this Agreement, each Unitholder hereby irrevocably approve and adopt the appointment of the Representative") . In connection therewith, the Representative is designated by each Seller authorized to serve do or refrain from doing all further acts and things, and to execute all such documents as the representative Representative shall deem necessary or appropriate, and shall have the power and authority to: (i) act for some or all of such Seller the Unitholders with respect 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; (vii) give any written direction to the Paying Agent or the Escrow Agent on behalf of the Unitholders; and (viii) receive service of process in connection with any claims under this Agreement. All decisions and actions of the Representative on behalf of the Unitholders shall be binding upon all Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. (b) The Representative shall act for the Unitholders on all of the matters expressly set forth in this Agreement in the manner the Representative believes to be performed in the best interest of the Unitholders. The Representative is authorized to act on behalf of the Unitholders notwithstanding any dispute or disagreement among the Unitholders. In taking any action as Representative, the Representative may rely conclusively, without any further inquiry or investigation, upon any certification or confirmation, oral or written, given by any person whom the Representative reasonably believes to be authorized thereunto. The Representative may, in all questions arising hereunder, rely on the advice of counsel, and the Representative shall not be liable to any of the parties hereto or to any Unitholder for anything done, omitted or suffered in good faith by the 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 Representative. Buyer The Representative shall not have any liability to any of the parties hereto or the 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 shall be entitled to reimbursement, from the Unitholders for all reasonable expenses, disbursements and each advances (including fees and disbursements of its Affiliates 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 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 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 signed 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) For all purposes of this Agreement: (i) Parent shall be entitled to rely conclusively on the instructions and decisions of the Representative as to the settlement of any disputes or claims under this Agreement, or any 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 instructions or decisions of the Representative; (ii) the provisions of this Section 9.19 are independent and severable, on behalf 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 any Seller (each, an "Authorized Action"), and each Authorized Action this Section 9.19 shall be binding on upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that Unitholder, and any references in this Agreement to a Unitholder shall mean and include the Representative, as the Representative, shall have no liability to Buyer for any Authorized Action, except successors to the extent that such Authorized Action is found by a final order rights of a court of competent jurisdiction to have constituted fraud. Sellers shall jointly and severally indemnify and hold harmless the Representative against all expenses (including reasonable attorneys' fees)each applicable Unitholder hereunder, 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 Representative is made a party by reason of the fact he is or was acting as the Representative whether pursuant to testamentary disposition, the terms laws of this Agreement. If the Representative resigns descent and distribution 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 (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faithotherwise.

Representative. ▇▇▇ ▇▇▇▇▇ (a) Effective upon and by virtue of the "Representative") is designated by each Seller to serve Shareholder Approval, and without any further act of any of the Shareholders, Representative shall be hereby appointed as the representative of such Seller with respect to the matters expressly set forth in this Agreement to be performed by Holders and as the Representative. Buyer attorney-in-fact and each of its Affiliates shall be entitled to rely on any action taken by the Representative, agent for and on behalf of each Holder for purposes of this Agreement and the Escrow Agreement and will take such actions to be taken by Representative under this Agreement and the Escrow Agreement and such other actions on behalf of such Holders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including (i) executing and delivering this Agreement, the Escrow Agreement and any Seller (eachother ancillary documents and negotiating and executing such amendments, an "Authorized Action")modifications, and each Authorized Action shall be binding on each Seller waivers or changes thereto as fully as if such Seller had taken such Authorized Action. Buyer agrees that the to which Representative, as the Representativein its sole discretion, shall have no liability consented (provided that any waiver or amendment that shall adversely and disproportionately affect the rights or obligations of any Holder as compared to Buyer for other Holders shall require the prior written consent of such Holder), (ii) taking all actions and making all filings on behalf of such Holders with any Authorized ActionGovernmental Body or other Person necessary to effect the consummation of the transactions contemplated by this Agreement, except to (iii) agreeing to, negotiating, entering into settlements and compromises of, complying with Orders with respect to, and otherwise administering and handling any claims under this Agreement or the extent that Escrow Agreement on behalf of 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 Holders, (iv) using the Representative against all Expense Amount, in its sole discretion, to satisfy costs, expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the and/or liabilities of Representative in connection with any actionmatters related to this Agreement and/or Escrow Agreement as Representative, suit, and (v) taking all other actions that are either necessary or proceeding to which appropriate in the judgment of Representative is made a party by reason for the accomplishment of the fact he is foregoing or was acting as contemplated by the terms of this Agreement or the Escrow Agreement. Representative hereby accepts such appointment. Representative shall use commercially reasonable efforts based on contact information available to Representative to keep the Holders reasonably informed with respect to actions of Representative pursuant to the terms authority granted Representative under this Agreement which actions have a material impact on the amounts payable to the Holders. Each Holder shall promptly provide written notice to Representative of any change of address of such Holder. (b) A decision, act, consent or instruction of Representative hereunder shall constitute a decision, act, consent or instruction of all Holders and shall be final, binding and conclusive upon each of such Holders, and Parent may rely upon any such decision, act, consent or instruction of Representative as being the decision, act, consent or instruction of each and every such Holder. Parent and the Escrow Agent 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 Representative. (c) Representative will incur no liability with respect to any action taken or suffered by any party in reliance upon any notice, direction, instruction, consent, statement or other document believed by such Representative to be genuine and to have been signed by the proper Person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except the fraud of Representative. In all questions arising under this Agreement or the Escrow Agreement, Representative may rely on the advice of outside counsel, and Representative will not be liable to any Holder for anything done, omitted or suffered in good faith by Representative based on such advice. (d) The Holders shall severally (each based on its Proportionate Share) but not jointly indemnify Representative and hold Representative harmless against any loss, liability or expense incurred without fraud on the part of Representative and arising out of or in connection with the acceptance or administration of Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel or other advisors reasonably retained by Representative. (e) At any time Shareholders representing at least seventy percent (70%) in interest of the Shareholders may, by written consent, appoint a new representative as Representative. Notice together with a copy of the written consent appointing such new representative and bearing the signatures of Shareholders of at least seventy percent (70%) in interest of the Shareholders must be delivered to Parent and, if applicable, the Escrow Agent not less than ten (10) days prior to such appointment. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent and, if applicable, the Escrow Agent. For the purposes of this Agreement. If Section 9.01, “seventy percent (70%) in interest of the Shareholders” shall mean Shareholders representing in the aggregate at least 70% of the percentage Shareholders’ interests in the Aggregate Merger Consideration. (f) In the event that Representative resigns or is otherwise becomes unable or unwilling to serve continue in such capacityhis or its capacity as Representative, then ▇▇▇▇▇'▇ board or if Representative resigns as a Representative, Holders representing at least seventy percent (70%) in interest of directors will the Holders may, by written consent, appoint a new Person representative as Representative. Notice and a copy of the written consent appointing such new representative and bearing the signatures of the Holders of at least seventy percent (70%) in interest of the Holders must be delivered to serve as Parent and, if applicable, the Representative and will provide prompt written notice thereof to BuyerEscrow Agent. Until such notice is received, Buyer Such appointment will be entitled to rely on effective upon the actions and statements later of the previous Representative. Representative date indicated in the consent or the date such consent is received by Parent and, if applicable, the Escrow Agent. (g) The grant of authority provided for herein (i) is coupled with an interest and shall have no liability to any Seller (be irrevocable and survive the death, incompetency, bankruptcy or any beneficial owner liquidation of any SellerHolder, and (ii) for any actions, or failure to take action, which is undertaken by Representative in good faithshall survive the consummation of the Merger.

Representative. (a) 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 Spe▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ld▇▇, ▇▇ ▇▇▇ ▇▇▇orney-▇▇-▇▇▇▇ ▇▇th full power of substitution for each of them (the "THL Entities' Representative") is designated by each Seller ), to serve as the representative of each such Seller with respect person to the matters expressly set forth in perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such person and hereby acknowledges that the THL Entities' Representative shall be the 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. Buyer The other parties hereto are and each of its Affiliates shall 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' Representative 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 with full power of substitution for each of them (the "DLJ Entities' Representative, on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of this 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 of each such person to perform all such acts (other than voting of shares of Common Stock) as are required, authorized or contemplated by this Agreement to be performed by such person and hereby acknowledges that the DLJ Entities' Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Agreement by each such person. Each such person hereby authorizes (and will provide prompt written each such Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice thereof or other action taken by such person pursuant to Buyerthis Agreement except for the DLJ Entities' Representative. Until such notice is received, Buyer The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the actions DLJ Entities' Representative and statements 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 person. A successor to the DLJ Entities' Representative may be chosen by a majority in interest of the previous DLJ Entities' Shareholders, provided that notice thereof is given by the new DLJ Entities' Representative to the Company and to each other DLJ Entity Shareholder. (c) Each Merrill Lynch Entities hereb▇ ▇▇▇▇▇n▇▇▇▇ and appoints (and each Permitted Transferee of each such Merrill Lynch Entities is he▇▇▇▇ ▇▇e▇▇▇ ▇o have so designated and appointed) KECALP Inc., as his attorney-in-fact with full power of substitution for each of them (the "Merrill Lynch Entities Repre▇▇▇▇▇▇▇v▇"), 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 Merrill Lynch Entities Repre▇▇▇▇▇▇▇v▇ ▇▇▇ll be the 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 hereby to disregard any notice or other action taken by such person pursuant to this Agreement except for the Merrill Lynch Entities Repre▇▇▇▇▇▇▇v▇. ▇he other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Merrill Lynch Entities Repre▇▇▇▇▇▇▇v▇ ▇▇▇ are and will be entitled and authorized to give notices only to the Merrill Lynch Entities Repre▇▇▇▇▇▇▇v▇ ▇▇▇ any notice contemplated by this Agreement to be given to any such person. A successor to the Merrill Lynch Entities Repre▇▇▇▇▇▇▇v▇ ▇▇▇ be chosen by a majority in interest of the Merrill Lynch Entities' Shar▇▇▇▇▇▇▇s, ▇▇▇vided that notice thereof is given by the new Merrill Lynch Entities Repre▇▇▇▇▇▇▇v▇ ▇▇ the Company and to each other Merrill Lynch Entity Shareho▇▇▇▇. (d) Each Management Shareholder hereby designates 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 atto▇▇▇▇-▇▇-▇▇▇▇ ▇▇th full power of substitution for each of them (the "Management 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 the Management Representative shall be the 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 hereby to disregard any notice or other action taken by such person pursuant to this 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 shall have no liability 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 Seller (or any beneficial owner such person. A successor to the Management Representative may be chosen by a majority in interest of any Seller) for any actionsthe Management Shareholders, or failure provided that notice thereof is given by the new Management Representative to take action, which is undertaken by Representative in good faiththe Company and to each other Management Shareholder.

Representative. ▇▇▇ ▇▇▇▇▇ (a) The Representative shall have full power and authority to represent the "Representative") is designated by each Seller to serve as the representative of such Seller Shareholders and their successors with respect to all matters arising under this Escrow Agreement, including, without limitation, the matters expressly set forth in this Agreement execution and delivery of any forms or other documents to be performed by effect a transfer of all or part of the Representative. Buyer Escrow Shares to the Trustee pursuant to Section 7 hereof, and each of its Affiliates shall be entitled to rely on any action all actions taken by the RepresentativeRepresentative hereunder shall be binding upon the Shareholders and their successors as if expressly done by, or confirmed and ratified in writing by, each of them. Without limiting the generality of the foregoing, the Representative shall have full power and authority to interpret all the terms and provisions of this Escrow Agreement and to consent to any amendment hereof on behalf of any Seller (each, an "Authorized Action"), the Shareholders and each Authorized Action such successors. All action to be taken by the Representative hereunder shall be binding on each Seller as fully as if taken by or at his or her written direction or pursuant to such Seller had taken such Authorized Action. Buyer agrees that the Representative, other method as the Representative, by written notice to CBT and the Escrow Agent, shall have no liability designate. (b) The Representative may act upon any instrument or other writing believed by such Representative in good faith to Buyer for any Authorized Actionbe genuine and to be signed or presented by the proper person and shall not be liable in connection with the performance by him or her of his or her duties pursuant to the provisions of this Escrow Agreement, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraudfor his or her own willful default or recklessness. Sellers The Representative shall be, and hereby is, indemnified and saved harmless, jointly and severally indemnify severally, by the Shareholders from all losses, costs and hold harmless the Representative against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably that may be incurred by the Representative as a result of such Representative's involvement in any arbitration or litigation arising from performance of his or her duties hereunder, provided that such arbitration or litigation shall not result from any action taken or omitted by the Representative as a result of his or her willful default or recklessness. (c) The Representative shall not be entitled to compensation for his or her services rendered hereunder. However, the Representative shall be reimbursed by Shareholders for reasonable counsel fees and other reasonable out-of-pocket expenses incurred in connection with any action, suitthe provisions of this Escrow Agreement. (d) The Representative, or proceeding any successor to which him or her hereafter appointed, may resign and shall be discharged of such Representative's duties hereunder upon the appointment of a successor Representative is made a party by reason as hereinafter provided. In case of the fact he is Representative's resignation, death or was acting inability to act as Representative, upon receipt of notice thereof, a successor or successors shall be named by the Representative pursuant to the terms of this Agreementremaining Shareholders. 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. Each successor Representative shall have no liability all the power, authority, rights and privileges hereby conferred upon the original Representative, and the term "Representative" as used herein shall be deemed to any Seller include each such successor Representative. (or any beneficial owner of any Sellere) for any The Representative shall take all actions, execute all documents and otherwise cooperate fully with any request by CBT or failure the Trustee to take action, which is undertaken transfer Escrow Shares as required by Representative in good faiththis Agreement or to otherwise effect the purpose of this Escrow Agreement.

Representative. ▇▇▇ ▇▇▇▇▇ (a) Upon execution of this Agreement, the "Representative") is designated by each Seller Securityholders shall be deemed, for themselves and their personal representatives and other successors, to serve have constituted and appointed, effective from and after the Closing Date, Tal Barnoach, as the representative Representative to take all action required or permitted under this Agreement (including, without limitation, giving and receiving of such Seller all notices and consents and the execution and delivery of all documents, including any amendments of any non-material term or provision of this Agreement, the sale of shares of Buyer Common Stock held by the Escrow Agent as described in Section 8.7(b) above, and the execution and delivery of any agreements and releases in connection with respect the settlement of any dispute or claim under Article 8 hereof). (b) In the event of the death, physical or mental incapacity or resignation of the Representative or a vacancy for any other reason, the former Securityholders who formerly held a majority of the Company Shares immediately prior to the matters expressly set forth Closing Date are authorized to and shall promptly appoint a substitute Representative and shall advise Buyer promptly thereof. As between the Representative, on the one hand, and the Securityholders, on the other hand, the Representative shall not be liable for, and shall be indemnified by the Securityholders or provided with insurance against, any good faith error of judgment on its part or any other act done or omitted by him in this Agreement good faith in connection with his duties as the Representative, except for gross negligence or willful misconduct. The Representative may consult with professional advisors of his choice. The Representative shall not be responsible for the genuineness or validity of any document and shall have no liability for acting in accordance with any written instructions given to him and believed by him to be performed signed by the Representativeproper parties. Buyer and each of its Affiliates The Representative shall be entitled to rely on any action taken by recover the Representative, on behalf amount of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with performing his duties (including fees and expenses of professional advisors) and any action, suit, or proceeding indemnification to which be provided to the Representative is made a party by reason of not to exceed [**] in the fact he is or was acting as aggregate from the Representative Escrow Amount provided that the Buyer Indemnitees have received all amounts due to them for Damages from the Escrow Amount pursuant to the terms provisions of this 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 Article 8 prior to any Seller (or any beneficial owner of any Seller) for any actions, or failure payment to take action, which is undertaken by Representative in good faith.the Representative

Representative. ▇▇▇ ▇▇▇▇▇ (a) In order to efficiently administer the "Merger, including (i) the determination of any adjustment pursuant to Section 2.16 and (ii) the dispute, defense and/or settlement of any claims for which the Company Indemnitors may be required to indemnify Parent and/or the Surviving Corporation pursuant to this Agreement, the Principal Shareholders, by their execution of this Agreement, and the other Applicable 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 and appoint the Representative as their representative, attorney-in-fact and agent. This power of attorney and all authority hereby conferred shall be irrevocable and shall not be terminated by any act of any Applicable Holder, by operation of Law, whether by such Applicable Holder’s death, disability, protective supervision or any other event. (b) The Principal Shareholders, by their execution of this Agreement, and the other Applicable 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 any adjustments pursuant to Section 2.16, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and the Applicable Holders to consummate the transactions contemplated hereby, or the dispute, defense and/or settlement of any claims for which the Applicable Holders may be required to indemnify Parent and/or the Surviving Corporation pursuant to Article 9, (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 designated contemplated to be taken by or on behalf of the Applicable Holders by the terms of this Agreement. (c) If the Representative becomes unable to perform his responsibilities hereunder or resigns from such position, the Applicable Holders (acting by the vote of the Applicable Holders who immediately before the Effective Time held the right to receive at least a majority of the Common Equivalent Merger Consideration) shall select another representative to fill the vacancy of the Representative initially chosen by the Applicable Holders, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant to this Agreement. (d) All decisions and actions of the Representative on behalf of the Applicable Holders shall be deemed to be facts ascertainable outside of this Agreement and shall be binding upon all Applicable Holders, and no Applicable 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 Parent relating to the determination of the Final Closing Net Working Capital, the Merger Consideration or the dispute, defense or settlement of any claims for which the Applicable Holders may be required to indemnify Parent and/or the Surviving Corporation pursuant to Article 9, shall constitute a decision, act, consent, instruction or action of all Applicable Holders and shall be binding and conclusive upon each Seller to serve as the representative of such Seller Applicable Holders and the Parties, the Surviving Corporation and the Escrow Agent may rely upon any such decision, act, consent, instruction or action as being the decision, act, consent or instructions of each and every such Applicable Holder. Parent, the Surviving Corporation and the Escrow Agent are hereby relieved from any liability to any Applicable Holder for any acts done by them in accordance with respect to such decision, act, consent, instruction or action of the matters expressly set forth in this Agreement to be performed by Representative. (e) The Representative will receive no compensation for services as the Representative. Buyer By his, her or its execution of this Agreement, each Principal Shareholder, and each by their approval of its Affiliates shall be entitled to rely on any action taken by the RepresentativeMerger and adoption of this Agreement, on behalf and/or their acceptance of any Seller (eachconsideration pursuant to this Agreement, an "Authorized Action")each other Applicable Holder, and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 Applicable Holders will pay from the Representative against Expense Fund all (i) professional fees and expenses (including of any attorney, accountant or other advisors or expert retained by the Representative and other reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably 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 actionand all losses, suitliabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses actually incurred or proceeding to which suffered by the Representative is made a party by reason of in connection with this Agreement or the fact he is or was acting Escrow Agreement as the Representative pursuant (collectively, the “Representative Expenses”) in each case as such Representative Expense is suffered or incurred; provided, that if 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 Applicable Holders the amount of such indemnified Representative Expense to the terms extent attributable to such fraud, gross negligence or willful misconduct. Such Representative Expenses may only be recovered by the Representative from the Representative Expense Fund or from the Escrow Fund as provided below or from the Applicable Holders directly. In no event will the Representative be required to advance his own funds on behalf of the Applicable Holders or otherwise. Following the resolution of all pending claims related thereto (and, for the avoidance of doubt, no earlier), the Representative shall have the right to recover Representative Expenses in excess of the Representative Expense Fund from the Escrow Fund before any distribution to the Applicable Holders. By his, her or its execution of this Agreement. If , each Principal Shareholder, and by their approval of the Merger and adoption of this Agreement, and/or their acceptance of any consideration pursuant to this Agreement, each other Applicable Holder, agrees that the Applicable Holders will on an individual and several basis (and not jointly as to or with any other Applicable Holder) indemnify, defend, hold harmless and reimburse, on a Proceeds Pro Rata Basis, the Representative resigns for Representative Expenses, in each case as such Representative Expenses are incurred. The foregoing indemnity will survive the resignation or is otherwise unable removal of the Representative or unwilling to serve in such capacitythe termination of this Agreement, then ▇▇▇▇▇'▇ board of directors will appoint a new Person to serve as and the Representative and will provide prompt written notice thereof the Applicable Holders acknowledge and agree that the provisions of this Section 2.18(e) shall impose no obligations on the Company, the Surviving Corporation, Parent or any of their respective Affiliates. (f) By his, her or its execution of this Agreement, each Principal Shareholder, and by their approval of the Merger and adoption of this Agreement, and/or their acceptance of any consideration pursuant to Buyer. Until such notice is receivedthis Agreement, Buyer will each other Applicable Holder, agrees that: (i) Parent shall be entitled able to rely conclusively on the actions instructions and statements decisions of the previous Representative as to the determination of any adjustment pursuant to Section 2.16, the settlement of any claims for indemnification by Parent and/or the Surviving Corporation pursuant to Article 9 or any other actions required or permitted to be taken by the Representative hereunder, and no party shall have any cause of action against Parent for any action taken by Parent in reliance upon the instructions or decisions of the Representative. ; (ii) no Applicable Holder shall have any cause of action against the Representative for, and the Representative shall have no liability to any Seller Applicable Holder in connection with, any action taken or omitted, decision made or instruction given by the Representative under this Agreement, except for liability directly resulting from fraud, gross negligence or willful misconduct on the part of the Representative; (iii) each such Applicable Holder will, on an individual and several basis based on his, her or its Proceeds Pro Rata Basis (and not jointly as to or with any beneficial owner other Applicable Holder) indemnify, defend and hold harmless the Representative in accordance with Section 2.18(e); (iv) the provisions of this Section 2.18 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any Sellerrights or remedies that any Applicable Holder may have in connection with the transactions contemplated by this Agreement; (v) remedies available at law for any actionsbreach of the provisions of this Section 2.18 may be inadequate; therefore, Parent and the Surviving Corporation shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving damages if either Parent and/or the Surviving Corporation brings an action to enforce the provisions of this Section 2.18; and (vi) the provisions of this Section 2.18 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Applicable Holder, and any references in this Agreement to an Applicable Holder shall mean and include the successors to the Applicable Holder’s rights hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or failure to take action, which is undertaken by Representative in good faithotherwise.

Representative. Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ (the "Representative") is designated by each Seller to serve as the representative of such Seller with respect to the matters expressly set forth in this Agreement to be performed by the Representative. Buyer and each of its Affiliates shall be entitled to rely on any action taken by the Representative, on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of this Agreement. If the Representative resigns or is otherwise unable or unwilling to serve in such capacity, then ▇▇▇▇ ▇▇▇▇▇'▇▇▇ board as its, his or her exclusive agent and attorney-in-fact (the “Representatives”) (a) to give and receive notices and communications with respect to the provisions of directors will this Agreement (including under ARTICLE VIII hereof), (b) to amend the terms of this Agreement (but not individual contracts, the forms of which may be attached hereto or incorporated herein by reference), (c) to agree to, negotiate, enter into settlements or compromises of matters arising under the provisions of this Agreement and (d) to take any and all actions necessary or appropriate in the judgment of the Representatives to be taken on behalf of Sellers under such provisions of this Agreement (including under ARTICLE VIII hereof). Such agency is irrevocable and coupled with an interest. Upon the death or incapacity of either Representative, or his ceasing to be an employee or independent contractor of the Company or any Affiliate, the remaining Representative shall be the sole Representative and shall notify the Parent of such change in writing. Upon the death or incapacity of both Representatives, or their both ceasing to be an employee or independent contractor of the Company or any Affiliate, the Sellers, acting as a group with voting power based on voting power held by Sellers in the voting securities of the Company prior to the Closing Date shall appoint a new Person to serve as the successor Representative and will provide prompt written notice thereof to Buyershall notify the Parent of such successor in writing. Until such notice is received, Buyer will Any successor Representative must be entitled to rely on the actions and statements an employee of the previous Company or any Affiliate. Notwithstanding the foregoing, no bond shall be required of the Representatives and Sellers shall be responsible for the expenses of the Representatives incurred in the course of their duties as Representative, including reasonable attorneys’ fees. Notices or communications to or from a Representative shall have no liability constitute notice to or from Sellers in respect of matters relating to this Agreement. Any decision, act, consent or instruction of a Representative shall constitute a decision, act or consent of all Sellers, and shall be final, binding and conclusive upon each Seller, and Parent may rely upon any Seller (decision, act, consent or any beneficial owner instruction of any a Representative as being the decision, act, consent or instruction of each and every Seller) for any actions, or failure to take action, which is undertaken by Representative in good faith.

Representative. (a) Subject to the terms set forth herein and effective as of the Closing, ▇▇▇ ▇▇▇▇▇ (the "Representative") Altro is designated by each Seller to serve hereby constituted and appointed as the representative Representative and as agent and true and lawful attorney-in-fact for the Sellers, and the Representative hereby accepts such appointment. Each Seller, by virtue of such Seller its adoption of this Agreement and approval of the Transactions, will be deemed to have appointed and constituted the Representative as its agent and true and lawful attorney-in-fact with respect to the matters expressly powers and authority and discretion as set forth in this Agreement. The Representative will have full power and authority to represent the Sellers and their respective successors with respect to all matters arising under this Agreement and the Escrow Agreement, with full powers of substitution, and all actions taken by the Representative hereunder and thereunder authorized by the Sellers (or if applicable, their respective heirs, legal representatives, successors and permitted assigns) who held a majority of the voting power represented by the Shares issued and outstanding immediately prior to the Closing (the “Majority Holders”) will be performed binding upon the Sellers and their respective executors, heirs, legal representatives and successors as if expressly confirmed and ratified in writing by each of them, and no Seller will have the right to object, dissent, protest or otherwise contest the same. In furtherance of the foregoing and without limitation of the foregoing, the Representative will be the exclusive agent for and on behalf of the Sellers to (1) enter into the Escrow Agreement; (2) give and receive notices and communications to or from Buyer (on behalf of itself or any other Sellers) 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 Buyer of cash or other property from the Working Capital Fund upon written authorization by the Majority Holders; (4) 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 unless otherwise specifically set forth in this Section 5.15(a); (5) subject to Section 7.3 and upon written authorization by the Majority Holders, execute for and on behalf of each Sellers 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) and (6) upon written authorization by the Majority Holders, enter into any waiver or extension pursuant to Section 7.4. The Representative will be the sole and exclusive means of asserting or addressing any of the above on behalf of the Sellers, and no Seller will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Representative. Buyer This appointment of agency and each this power of its Affiliates shall attorney is coupled with an interest and will be entitled to rely on irrevocable and will not be terminated by any Seller or by operation of Law, whether by the death or incapacity of any Seller or the occurrence of any other event, and any action taken by the Representative, on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action shall Representative will be binding on each Seller as fully valid as if such death, incapacity or other event had not occurred, regardless of whether or not any Seller had or the Representative will have received any notice thereof. Each Seller hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under the Escrow Agreement or pursuant to the authority granted in this Agreement. Notwithstanding the power of attorney granted in this Section 5.15, no agreement, instrument, acknowledgement or other act or document will be ineffective solely by reason of the Sellers having signed such Authorized Actionagreement, instrument, acknowledgement or other act or document directly. Buyer agrees Any action taken by the Representative pursuant to the authority granted in this Agreement will be effective and absolutely binding on the Sellers notwithstanding any contrary action of, or direction from, any such Seller, except in the case of fraud by the Representative. Notwithstanding anything else contained herein, Representative may not take any action that would materially and adversely impact any Seller without such Seller’s prior written consent. (b) In the event that the RepresentativeRepresentative becomes unable to perform his responsibilities hereunder or resigns from such position, as the RepresentativeMajority Holders shall select another representative to fill such vacancy, and such substituted representative shall have no liability be deemed 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 be the Representative against for all expenses purposes of this Agreement. (including reasonable attorneys' fees)c) All expenses, judgmentsif any, 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 of his duties as the Representative is made a party by reason (the “Representative Expenses”) in excess of the fact he Representative Fund will be borne and paid by the Sellers in accordance with their Pro Rata Share of Company Common Stock as of immediately prior to the Closing. No bond will be required of the Representative. The Representative will also be entitled to advances against Representative Expenses from the Representative Fund, in the judgment and discretion of the Representative, acting reasonably. Representative Expenses will be paid first using amounts on deposit in the Representative Fund, and second directly by the Sellers promptly against presentation of an invoice by the Representative. The Representative is hereby authorized to withdraw all or was any portion of the Representative Fund to pay for any Representative Expenses. Notices or communications to or from the Representative will constitute notice to or from each of the Sellers. (d) The Representative will not be liable to any Seller 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. In the performance of its duties hereunder, the Representative will be entitled to rely upon any document or instrument reasonably believed by it to be genuine, accurate as to content and signed by the Sellers or by Buyer or the Escrow Agent. The Representative may assume that any Person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so. The Sellers will jointly and severally indemnify the Representative and hold the Representative harmless against any loss, Liability or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder. (e) By its signature to this Agreement, the initial Representative hereby accepts the appointment contained in this Agreement, as confirmed and extended by this Agreement, and agrees to act as the Representative and to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement. 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 (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faith.

Representative. Seller and each Founder hereby irrevocably constitutes and appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇ as its true and lawful attorney-in-fact and agent (the "“Representative"”) is designated 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 transactions contemplated hereby and the exercise of all rights and the performance of all obligations hereunder, including: (i) receiving payments under or pursuant to this Agreement and disbursements thereof to the Seller or the Founders, as contemplated by each 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 serve as be necessary or appropriate under this Agreement and the representative execution or delivery of such Seller 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, (A) disputing or refraining from disputing, on behalf of Seller or any of the matters expressly set forth in Founders relative to any amounts to be received by the Seller or any of the Founders under this Agreement or any agreements contemplated hereby, or any claim made by any Buyer Indemnified Party under this Agreement, (B) negotiating and compromising, on behalf of Seller or any of the Founders, any dispute that may arise under, and exercise or refrain 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 be performed 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 hand. (a) Seller and each Founder hereby agrees that: (i) in all matters in which action by the Representative. Buyer Representative is required or permitted, the Representative is authorized to act on behalf of Seller and each of its Affiliates Founder, notwithstanding any dispute or disagreement among the Seller and each Founder, and any Indemnified Party shall be entitled to rely on any and all action taken by the Representative under this Agreement without any liability to, or obligation to inquire of, any Seller and each Founder, notwithstanding any knowledge on the part of any Buyer Indemnified Party of any such dispute or disagreement; (ii) all decisions, actions, consents and instructions by the Representative shall be binding upon all Seller and each Founder, and no Seller nor any Founder shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction; (iii) notice to the Representative, delivered in the manner provided in ‎Section 10.2, shall be deemed to be notice to each Seller and the Founders for the purposes of this Agreement; (iv) the appointment of the Representative is coupled with an interest and shall be irrevocable by Seller and each Founder in any 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 provisions hereof, 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, on behalf of any Seller and (each, an "Authorized Action")y) reliance by the Buyer Indemnified Parties on, and each Authorized Action shall be binding on each Seller as fully as if such Seller had actions taken such Authorized Action. by the Buyer agrees that Indemnified Parties in reliance on, the instructions of, notice given by or any other action taken or omitted by 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of this 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 (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faith.[Signature page follows]

Representative. ▇▇▇ ▇▇▇▇▇ (a) Parent shall be entitled to deal exclusively with and rely upon the "Representative") is designated by each Seller Representative on all matters relating to serve as this Agreement, the representative of such Seller with respect to Escrow Agreement, the matters expressly set forth in this Earn Out Agreement to be performed by and the Representative. Buyer other Transaction Documents and each of its Affiliates 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, on behalf of any Seller (each, an "Authorized Action"), as fully binding upon the Represented Parties. Parent and each Authorized Action its Affiliates shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that relieved from any liability to any Person for any acts done by them in accordance with any decision, act, consent or instruction of the Representative. (b) Parent hereby waives any claims it may have or assert, including those that may arise in the future, against the Representative for any action or inaction taken or not taken by the Representative in connection with such entity’s capacity as the Representative, shall have no liability to Buyer for any Authorized Action, except to the extent that such Authorized Action is found action or inaction shall have been held by a final order of a court of competent jurisdiction to have constituted fraud. Sellers constitute bad faith or willful misconduct. (c) The Represented Parties and their respective successors shall jointly be irrevocably bound by any and severally indemnify and hold harmless all actions taken by the Representative against all expenses (including reasonable attorneys' fees)under or otherwise relating to this Agreement, judgments, finesthe Escrow Agreement and any other Transaction Document, and amounts the transactions contemplated hereby and thereby as if such actions were expressly ratified and confirmed by each of them. The approval of this Agreement and the transactions contemplated hereby by the requisite Represented Parties necessary to approve such matters shall constitute the consent and agreement of each Represented Party to the appointment and authority of the Representative to act on their behalf pursuant to this Agreement, the Escrow Agreement and the other Transaction Documents. (d) The Representative shall not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its out-of-pocket costs and expenses incurred as the Representative. In connection with the foregoing, $250,000 (the “Expense Funds”) of the Estimated Closing Merger Consideration shall be paid in settlement actually at the Closing to an account designated by the Representative pursuant to Section 1.5(c)(ii) to be used by the Representative to pay the costs and reasonably expenses incurred by the Representative in connection with its 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 action, suit, or proceeding to which time insufficient (as determined by the Representative is made a party by reason in its sole discretion) to cover all of the fact he is or was acting costs and expenses incurred by the Representative in its capacity as the Representative pursuant 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 terms extent that the Merger Consideration Adjustment Escrow Funds are released to the Representative (on behalf of the Former Equityholders) in 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. If Once the Representative resigns or is otherwise unable or unwilling to serve determines, in such capacityits sole discretion, that the Representative will not incur any additional expenses in its capacity as the Representative, then ▇▇▇▇▇'▇ board the Representative will distribute the remaining unused Expense Funds (if any) pro rata to the Former Equityholders (other than the Option Holders) and to an Acquired Company on behalf of directors will appoint a new Person to serve the Option Holders, in each case based upon such holder’s Ownership Percentage. (e) 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 and 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 exercisable 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 and its representatives will provide prompt 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 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 thereof of its intent to Buyerdestroy such records; provided that any records relevant to the performance or enforcement of 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. Until Such records may then be destroyed after the 60th day after such notice is receivedgiven unless the Representative objects to the destruction, Buyer will be entitled in which case the Surviving Company shall deliver such records to rely on the actions Representative, at the sole cost and statements expense of the previous Representative. Representative shall have no liability to any Seller (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faith.

Representative. Each of the Seller Agreement Parties hereby agrees that C. N▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Representative") is designated by each Seller to serve shall be appointed as the representative Representative and as the attorney-in-fact for and on behalf of such Seller each Stockholder, and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement or any Ancillary Agreement to which any Stockholder is a party, including the exercise of the power to (a) resolve any Disputed Items with respect to the matters expressly Final Closing Statement (b) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (c) resolve any indemnification claims, and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the other terms, conditions and limitations of this Agreement, the Ancillary Agreements and any transactions contemplated herein and therein. The Representative shall no have authority to modify the allocation attached hereto as Annex A without written consent of J▇▇▇ ▇. ▇▇▇▇▇▇▇ (or his estate representative.) Accordingly, and except as set forth in this Agreement the immediately preceding sentence, the Representative has the authority and power to be performed by the Representative. Buyer and each of its Affiliates shall be entitled to rely on any action taken by the Representative, act on behalf of each Stockholder with respect to this Agreement or any Seller (each, an "Authorized Action"), and each Authorized Action shall Ancillary Agreement to which any Stockholder is a party. Each Stockholder will be binding on each Seller as fully as if such Seller had bound by all actions taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, this Agreement and Parent shall only be required to acknowledge or proceeding act upon a written communication signed by the Representative. Such agency may be changed with respect to which the Representative is made a party by reason the majority of the fact he is Stockholders represented thereby; provided, however, that the Representative may not be removed unless any such majority agrees to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, the Representative may resign at any time by providing written notice of intent to resign to each Stockholder, which resignation shall be effective upon the earlier of (i) thirty (30) calendar days following delivery of such written notice or was acting (ii) the appointment of a successor by the relevant majority. No bond shall be required of the Representative and the Representative shall not receive any compensation for its services. The Representative shall not be liable to the Stockholders for any act done or omitted hereunder as the Representative pursuant while acting in good faith and in the exercise of reasonable judgment, even if such act or omission constitutes negligence on the part of the Representative. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith rely conclusively upon information, reports, statements, advice and opinions prepared or presented by such professionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. The Stockholders shall jointly and severally indemnify the Representative and hold the Representative harmless against any payment which by the terms of this Agreement. If Agreement is required to be made by the Representative resigns (on behalf of the Stockholders), and against any loss, liability or is otherwise unable or unwilling to serve in such capacity, then ▇▇▇▇▇'▇ board expense incurred on the part of directors will appoint a new Person to serve the Representative (so long as the Representative was acting in good faith in connection therewith) and will provide prompt written notice thereof to Buyer. Until such notice is received, Buyer will be entitled to rely on arising out of or in connection with the actions and statements acceptance or administration of the previous Representative. Representative shall have no liability to any Seller (or any beneficial owner 's duties hereunder, including the reasonable fees and expenses of any Seller) for any actions, or failure to take action, which is undertaken legal counsel retained by Representative in good faiththe Representative.

Representative. (a) By (i) voting in favor of the Merger, (ii) executing and delivering to Buyer the Supporting Stockholder Option Agreement, (iii) executing and delivering an Option Termination Agreement to the Company and Buyer, (iv) exchanging shares of Company Capital Stock for any payment pursuant to Article II, (v) executing and delivering a Bonus Recipient Agreement or (vi) accepting any payment under an Option Termination Agreement or Bonus Recipient Agreement, each Company Securityholder irrevocably approves and designates the Representative to be the representative, individually and collectively, of the Company Securityholders for purposes of this Agreement as set forth in this Section 2.9 or otherwise as specifically set forth in this Agreement and for purposes of the Escrow Agreement and the Supporting Stockholder Option Agreement. The Company Securityholders shall be bound by any and all actions taken by the Representative pursuant to the powers granted to the Representative pursuant to this Section 2.9. Buyer and Merger Sub shall be entitled to rely in good faith upon any communication or writings given or executed by the Representative that on their face purport to be within the scope of this Section 2.9. (b) The Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Company Securityholder, with full power in its, his or her name and on its, his or her behalf to act according to the terms of this Agreement, the Supporting Stockholder Option Agreement and the Escrow Agreement in the absolute discretion of the Representative (except to the extent otherwise required to act hereunder) with respect to the following matters: (i) giving and receiving of notices hereunder or under the Supporting Stockholder Option Agreement or the Escrow Agreement, and such notice shall be deemed to have been validly given by or delivered to each Company Securityholder; (ii) contesting, defending and settling any and all Claims for indemnification as provided for in Sections 2.8 or Article IX, including authorizing the release of cash held pursuant to the Escrow Agreement to satisfy such Claims, and including by not objecting to such Claims, (iii) taking actions delegated to the Representative in this Agreement or the Escrow Agreement, (iv) taking any actions, giving any notice, releasing any funds and making any decisions as the Representative as set forth in this Agreement, the Supporting Stockholder Option Agreement or the Escrow Agreement, (v) reviewing and commenting on any Tax Returns and acting with respect to any Tax audits or inquiries, (vi) agreeing to waive or amend, and executing any such waiver or amendment of, any provision of this Agreement or the Escrow Agreement, and any such waiver or amendment shall be binding on such Company Securityholders, (vii) consummating any Contemplated Transactions to that extent action is required or advisable to be taken by the Representative in his, her or its capacity as such or by any Company Securityholders, and (viii) taking all actions necessary, convenient or advisable in the judgment of the Representative (which judgment shall be proved conclusively by the taking of such actions) for the accomplishment of the foregoing or any of the Contemplated Transactions. This power of attorney and agency and all authority hereby conferred is granted in consideration of the mutual covenants and agreements made herein, and shall be irrevocable, coupled with an interest and shall not be terminated by any act of any Company Securityholder or any other Person, or by operation of law, whether by such Company Securityholder’s death or any other event. Notwithstanding the foregoing, Company Securityholders holding a majority of the Fully-Converted Common Shares as of immediately prior to the Effective Time, upon written notice to Buyer, the Escrow Agent and the Representative, shall have the right to remove the Representative, provided that at the time of removal of the Representative, his, her or its successor is appointed and acknowledges and accepts such appointment in writing. The Representative may resign at any time upon no less than 20 days’ written notice to Buyer, the Escrow Agent and each Company Securityholder, and if the initial Representative named in this Agreement shall resign he shall automatically and without any further action by any Person be replaced by A▇▇▇▇▇ ▇▇▇▇▇▇▇. Thereafter, A▇▇▇▇▇ ▇▇▇▇▇▇▇ may resign at any time upon no less than 20 days’ written notice to Buyer, the Escrow Agent and each Company Securityholder (or such longer notice period of up to no less than 60 days’ written notice if a successor Representative has not been selected prior to the "Representative") is designated by each Seller applicable resignation date). If A▇▇▇▇▇ ▇▇▇▇▇▇▇ shall give notice of intent to serve resign, or ceases to act as the representative Representative for any reason, the holders of such Seller at least a majority of the Fully-Converted Common Shares outstanding as of immediately prior to the Effective Time shall, by written notice to Buyer, appoint a successor Representative within 30 days. After the Representative’s resignation or removal hereunder, the provisions of this Section 2.9 shall continue in effect with respect to the matters Representative who resigned or was removed in respect of any actions taken or omitted to be taken by the Representative while he, she or it was acting as the Representative. It is agreed that the Representative shall at all times be the same Person as the “Shareholder Representative” pursuant to the Supporting Stockholder Option Agreement. (c) The Representative shall not be liable to any of the Company Securityholders or any of their respective Affiliates in the absence of fraud, gross negligence or willful misconduct on the part of the Representative for any decisions made or actions taken by the Representative pursuant to this Agreement, a Supporting Stockholder Option Agreement, an Option Termination Agreement, a Bonus Recipient Agreement or the Escrow Agreement and shall have no duties or obligations except those expressly set forth in this Agreement, a Supporting Stockholder Option Agreement, an Option Termination Agreement, a Bonus Recipient Agreement and the Escrow Agreement. Without limiting the generality of the foregoing, the Representative (i) shall not be subject to any implied duties, (ii) shall have no duty to take any discretionary action or exercise any discretionary powers, and (iii) shall not be performed required to take any action that, in the opinion of its counsel, reasonably could be expected to expose the Representative to Liability or that is contrary to law. All expenses of the Representative in excess of amounts available to the Representative to cover Representative Expenses pursuant to the Escrow Agreement shall be borne by the RepresentativeCompany Securityholders. Buyer and each Each of its Affiliates shall be entitled the Company Securityholder agrees, severally, in proportion to rely on any action taken that number of shares of Fully-Converted Common Shares held by such Company Securityholder as of immediately prior to the Effective Time (other than Dissenting Shares) over the total number of shares of Fully-Converted Common Shares outstanding as of immediately prior to the Effective Time (other than Dissenting Shares), to indemnify the Representative, on behalf from and against any claims, losses, damages, liabilities, penalties, interest, costs and expenses (including reasonable attorneys, accounting and consulting fees and other reasonable expenses, including any such reasonable expense incurred in connection with investigating, defending against or settling any Claim or preparing any Tax Return, and in each case including any Representative Expenses) that the Representative may incur as a result of its acting as the Representative hereunder or pursuant to the Escrow Agreement or in connection with the performance of any Seller of its duties hereunder or pursuant to the Escrow Agreement (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that including those arising from any indemnification by the Representative, as Representative of the Representative, shall have no liability Escrow Agent pursuant to Buyer for any Authorized Actionthe Escrow Agreement) (collectively “Representative Losses”) to the fullest extent permitted by Applicable Law, except to the extent that such Authorized Action is found Representative Losses are caused by a final order of a court of competent jurisdiction actions taken by, or omitted to have constituted fraud. Sellers shall jointly and severally indemnify and hold harmless be taken by, the Representative against all expenses constituting fraud, gross negligence or willful misconduct. (including reasonable attorneys' fees)d) The Representative covenants and agrees that, 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 Representative is made a party by reason as of the fact he is Closing Date, he, she or was acting as it will enter into the Representative pursuant to the terms of this Escrow 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 (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faith.

Representative. ▇▇▇ ▇▇▇▇▇ (a) Each Stockholder hereby appoints (and each holder of In the "Representative"Money Options shall appoint in his or her respective Option Cancellation Agreement) is designated by each Seller the Representative for and on behalf of Stockholders to serve as give and receive notices and communications in connection with this Agreement and the representative of such Seller with respect transactions contemplated hereby, to authorize and agree to adjustments to the matters expressly set forth Cash Payment and Earn-Out Payments under Article 1, to modify the Business Plan and other applicable provisions of this Agreement, to take all actions on behalf of Stockholders pursuant to this Agreement, and to take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. More specifically, the Representative shall have the authority to make all decisions and determinations and to take all actions (including giving Consents or agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Stockholder, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Stockholder, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be performed by given to any Stockholder hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. Without limiting the generality of the foregoing, the Representative shall be authorized, in connection with the Closing, to execute all certificates, documents and agreements on behalf of and in the name of Stockholders necessary to effectuate the Closing and related transactions. The Representative shall be authorized to take all actions on behalf of the Stockholders in connection with any claims made under Articles 8 or 9 of this Agreement, to defend or settle such claims, and to make payments in respect of such claims on behalf of Stockholders. The Stockholders may remove or replace the Representative by a vote of holders that owned a majority of the Common Stock immediately prior to Closing. If the Representative shall be removed, resign or otherwise be unable to fulfill its responsibilities hereunder, the Stockholders shall appoint a successor to the Representative, and shall immediately thereafter notify Buyer of the identity of such successor. Any such successor shall succeed the former Representative as the Representative hereunder. No bond will be required of the Representative, and the Representative will receive no compensation for its services. Notices or communications to or from the Representative will constitute notice to or from each of its Affiliates Stockholders. Notwithstanding anything to the contrary herein, in the event of a claim hereunder against a single Participating Equityholder, and not any other Participating Equityholders, such affected Participating Equityholder shall be entitled to rely on control the defense of such claim. (b) The Representative will not be liable for any act done or omitted hereunder as the Representative, except in the case of its bad faith or willful misconduct. The Representative may consult with legal counsel, independent public accountants and other experts selected by it and as between the Representative and the Participating Equityholders, shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Stockholders will severally indemnify the Representative and hold the Representative harmless against any Adverse Consequences incurred on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative, on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action’s duties hereunder. Buyer agrees that the Representative, except 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid may be provided in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which Article 8 if the Representative is made also a party by reason Participating Equityholder, it will not look to the Representative or the underlying assets of the fact he is Representative for the satisfaction of any obligations of the Company or was acting as any of the Participating Equityholders (c) A decision, act, consent or instruction of the Representative pursuant to the terms will constitute a decision of this Agreement. If all Stockholders and will be final, binding and conclusive upon each such -75- Stockholder, and Buyer may rely upon any such decision, act, consent or instruction of the Representative resigns as being the decision, act, consent or is otherwise unable instruction of each such Stockholder. Buyer Indemnitees are hereby relieved from any Adverse Consequences to any Person for any acts done by such Buyer Indemnitees in accordance with such decision, act, consent 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 instruction of the previous Representative. Representative shall have no liability to any Seller (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faith.

Representative. (a) To the fullest extent permitted by law, each Shareholder hereby irrevocably constitutes and appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇ as such Shareholder's attorney-in-fact and legal and judicial representative (the "Representative"), with full power of substitution, for the purposes of: (i) is designated by each Seller receiving all notices and communications directed to serve any Shareholder under this Agreement and taking any action (or determining to take no action) with respect thereto as the representative of such Seller with respect to Representative may deem appropriate, including the matters expressly set forth in this Agreement to be performed by the Representative. Buyer and each of its Affiliates shall be entitled to rely on any action taken by the Representative, settlement or compromise on behalf of any Seller (each, an "Authorized Action")Shareholder of any Third Party Claim or Losses, and each Authorized Action shall be binding (ii) executing and delivering on each Seller as fully as if such Seller had taken such Authorized Actionbehalf of any Shareholder all instruments and documents of every kind the Representative may deem necessary or advisable to accomplish the foregoing. Buyer agrees that the RepresentativeEach Shareholder hereby ratifies and confirms, as the Shareholder's own act, all that the Representative shall do or cause to be done pursuant to this Agreement. (b) If the Representative resigns, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall automatically become the successor representative (the "Successor Representative"). The resigning Representative's resignation shall not be effective until the Successor Representative shall have agreed in writing to accept such appointment. If the Representative should die or become incapacitated, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall automatically become the Successor Representative. Upon acceptance by a Successor Representative of the Successor Representative's appointment, the appointment shall be final and binding on the Shareholders. (c) Each Shareholder irrevocably agrees that with respect to any Third Party Claim or any claim for indemnification hereunder, any service of process, writ, judgment or other notice of legal process shall be deemed and held in every respect to be effectively served upon the Shareholder if delivered by registered or certified mail, postage prepaid with return receipt requested to the Representative at the Representative's address set forth in Section 4.1, whom each Shareholder irrevocably appoints as its authorized agent for service of process. (d) The death or incapacity of any Shareholder shall not terminate the authority and agency of the Representative. (e) Each Shareholder hereby agrees to indemnify the Representative and to hold the Representative harmless against any loss, liability or expense incurred without negligent conduct or bad faith on the part of the Representative and arising out of or in connection with his duties as 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 including court of competent jurisdiction to have constituted fraud. Sellers shall jointly costs and severally indemnify and hold harmless the Representative against all expenses (including reasonable attorneys' fees), judgments, fines, fees and amounts paid in settlement actually and reasonably expenses incurred by the Representative in defending against any Third Party Claim or Losses in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of this Agreement. If , unless 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 received written notice from the other Shareholder to the effect that the Representative no liability to any Seller (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faithlonger represents the other Shareholder.

Representative. ▇▇▇ ▇▇▇▇▇ (a) In order to efficiently administer the "Representative"transactions contemplated hereby, including (i) is designated by the determination of the Final Closing Adjustment, the Adjusted Purchase Price and any Earn-Out Consideration and (ii) the defense and/or settlement of any claims for which any Seller may be required to indemnify the Buyer pursuant to this Agreement, each Seller hereby designates, nominates, constitutes and appoints the Representative as such Seller’s representative, attorney-in-fact and agent. (b) Each Seller hereby authorizes the Representative (i) to serve as the representative of such Seller with respect make all decisions relating to the matters expressly set forth determination of the Final Closing Adjustment and the Adjusted Purchase Price pursuant to Section 1.5 and the Earn-Out Consideration pursuant to Section 1.8, (ii) to take all action necessary in connection with the defense and/or settlement of any claims for which any Seller may be required to indemnify the Buyer pursuant to Article VI hereof, (iii) to give and receive all notices required to be given under the Agreement, and (iv) to take any and all additional action as is contemplated to be taken by or on behalf of any Seller by the terms of this Agreement. (c) In the event that the Representative becomes unable to perform such Person’s responsibilities hereunder or resigns from such position, the Sellers (acting by the vote of the Sellers who immediately prior to the Effective Time held at least a majority of the outstanding Company Shares) shall select another representative to fill the vacancy of the Representative, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) A decision, act, consent, instruction or action of the Representative, including any agreement between the Representative and the Buyer relating to the determination of the Final Closing Adjustment, the Adjusted Purchase Price, any Earn-Out Consideration or the defense or settlement of any claims for which the Sellers may be required to indemnify the Buyer pursuant to Article VI hereof, shall constitute a decision, act, consent, instruction or action of all Sellers and shall be binding and conclusive upon each Seller 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 Seller. The Buyer and the Escrow Agent are hereby relieved from any Liability to any Seller for any acts done by them in accordance with such decision, act, consent, instruction or action of the Representative. (e) By his 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, the Adjusted Purchase Price, any Earn-Out Consideration, the settlement of any claims for indemnification by the Buyer pursuant to Article VI or any other actions required or permitted to be performed taken by the Representative. Representative hereunder, and no party shall have any cause of action against the Buyer and each of its Affiliates shall be entitled to rely on for any action taken by the Representative, on behalf Buyer in reliance upon the instructions or decisions of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that the Representative; (ii) no Seller shall have any cause of action against the Representative for any action taken, as decision made or instruction given by the Representative under this Agreement or the execution of the Representative, shall have no liability to Buyer for any Authorized Action’s duties and responsibilities, except to for fraud or willful breach of this Agreement by the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraudRepresentative. Furthermore, the Sellers shall jointly and severally indemnify and hold harmless the Representative against all expenses for any damages (including damages arising out of the negligence of the Representative) arising out of the acceptance or administration of the Representative’s duties hereunder and reasonable attorneys' fees)fees and expenses incurred in the fulfillment of the Representative’s duties and responsibilities. The Sellers shall, judgmentsseverally, finesnot jointly, indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without fraud or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder; (iii) the provisions of this Section 1.9 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; (iv) remedies available at Law for any breach of the provisions of this Section 1.9 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 1.9; and (v) the provisions of this Section 1.9 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Seller, and amounts paid any references in settlement actually this Agreement to a Seller or the Sellers shall mean and reasonably include the successors to the Seller’s rights hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or otherwise. (f) The Sellers recognize and intend that the power of attorney granted in Section 1.9: (i) is coupled with an interest and is irrevocable; and (ii) shall survive the death or incapacity of each of the Sellers. (g) The Representative shall be entitled to treat as genuine, and as the document it purports to be, any letter, facsimile, telex or other document that is believed by the Representative to be genuine and to have been telexed, telegraphed, faxed or cabled by a Seller or to have been signed and presented by a Seller. (h) All expenses incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason performance of the fact he is or was acting Representative’s duties as the Representative pursuant to the terms of this 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 (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken be borne and paid by Representative in good faiththe Sellers.

Representative. (a) Each Shareholder irrevocably appoints ▇▇▇ ▇▇▇▇▇ (the "“Representative"”) is designated by each Seller with power of designation and assignment as its true and lawful attorney-in-fact and agent with full power of substitution, to serve act solely and exclusively on behalf of, and in the name of, such Shareholder with the full power, without the consent of such Shareholder, to exercise as the representative Representative in its sole discretion deems appropriate, the powers which such Shareholder could exercise under the provisions of such Seller with respect to the matters expressly set forth in this Agreement and to be performed by take all actions necessary or appropriate in the Representative. Buyer and each judgment of its Affiliates shall be entitled to rely on any action taken by the Representative, on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with this Agreement, which shall include the power and authority to amend, modify, waive or provide consent with respect to, any actionprovision of this Agreement and to execute, suitdeliver and accept such waivers and consents and any and all notices, documents, certificates or proceeding other papers to which 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 is made a party may not amend this Agreement without the consent of such Shareholder if the consideration to be received by reason 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 Shareholders of the fact he is or was acting as same class. The Representative shall have the Representative pursuant power to waive, on behalf of each Shareholder, any attorney-client privileges in connection with communications between such Shareholder and counsel to the terms of this AgreementAcquired Companies in connection with the transactions contemplated hereunder. If The Buyer and the Representative resigns or is otherwise unable or unwilling to serve in such capacityBuyer Indemnitees, 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 receivedif applicable, Buyer will be entitled to rely exclusively upon any notices and other acts of the Representative as being legally binding acts of each Shareholder individually and the Shareholders collectively. 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 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 actions and statements part of the previous Representative. Representative shall have no liability to any Seller and arising out of or in connection with the acceptance or administration of its duties under this Agreement. (or any beneficial owner c) The Shareholders will reimburse the Representative for their pro rata share, of any Sellerout-of-pocket, independent, third-party fees and expenses (including fees and expenses of counsel, accountants and other advisors) for any actions, incurred by the Representative that arise out of or failure to take action, which is undertaken by Representative are in good faithconnection with the acceptance or administration of the Representative’s duties under this Agreement.

Representative. ▇▇▇ ▇▇▇▇▇ (a) By the "adoption of this Agreement, and by receiving the benefits thereof, including any consideration payable hereunder, each Equityholder shall be deemed to have approved the Representative") is designated by each Seller to serve , as of the Closing, as the representative of such Seller representative, agent, proxy, and attorney-in-fact for all the Equityholders for all purposes in connection with respect this Agreement and the Transaction Documents including the full power and authority on the Equityholders behalf: to consummate the Contemplated Transactions, to negotiate and settle disputes arising under, or relating to, this Agreement and the Transaction Documents, to authorize to be disbursed to the matters Equityholders or the Company (on behalf of the Optionholders) any funds payable to the Equityholders under this Agreement or otherwise, to hold the Representative Holdback Amount, and to utilize the Representative Holdback Amount to satisfy any and all obligations or liabilities incurred by the Equityholders or the Representative in the performance of their duties hereunder, to direct the distribution of funds, designate or engage a paying agent to distribute funds (including the Merger Consideration and the Representative Holdback Amount), authorize or direct payments of funds from the Representative Holdback Amount, to execute and deliver any amendment or waiver to this Agreement and the Transaction Documents (without the prior approval of the Equityholders) and (vii) to take all other actions to be taken by or on behalf of the Equityholders in connection with this Agreement and the Transaction Documents. The Equityholders, by approving this Agreement (whether by vote, by execution of a Letter of Transmittal, Option Surrender Agreement, Warrant Surrender Agreement or otherwise), 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 Equityholder. All decisions and actions by the Representative shall be binding upon all of the Equityholders and no Equityholder 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 Equityholder on a non pro rata basis. The Representative shall have no duties or obligations to the Equityholders hereunder, except as expressly set forth in this Agreement to Agreement, and no implied covenants, agreements, functions, duties, responsibilities, obligations or liabilities shall be performed by read into this Agreement, or shall otherwise exist against the Representative. (b) The Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. Buyer and each of its Affiliates The Representative shall not be entitled to rely on liable for any action taken by or omission pursuant to the Representative, on behalf advice of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that the Representative, as the Representative, shall have no liability to Buyer for any Authorized Actioncounsel, except to the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraudresulting from its gross negligence or willful misconduct. Sellers Each Equityholder severally, for itself only and not jointly, in accordance with their Pro Rata Shares shall jointly and severally indemnify and hold harmless the Representative against all any reasonable, documented, and out-of-pocket losses, liabilities and expenses (the “Charges”) arising out of or in connection with this Agreement and any Transaction Documents, in each case as such Charges are suffered or incurred; provided, that in the event that any such Charges are finally adjudicated to have been caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Equityholders the amount of such indemnified Charges to the extent attributable to such gross negligence or willful misconduct. Charges may be recovered by the Representative from (i) the funds in the Representative Holdback Amount and (ii) any other funds that become payable to the Equityholders under this Agreement at such time as such amounts would otherwise be distributable to the Equityholders provided, that while the Representative may be paid from the aforementioned sources of funds, this does not relieve the Equityholders from their obligation to promptly pay such Charges as they are suffered or incurred. In no event will the Representative be required to advance its own funds on behalf of the Equityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, including reasonable attorneys' fees)Section 13.17, judgmentsotherwise applicable to, finesthe Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative hereunder. The foregoing indemnities will survive the Closing, and amounts paid in settlement actually and reasonably the resignation or removal of the Representative or the termination of this Agreement. (c) The Representative Holdback Amount will be used for any expenses incurred by the Representative in connection with Representative. The Equityholders will not receive any action, suit, interest or proceeding to which earnings on the Representative is made a party by reason Holdback Amount 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 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 fact he is or was acting as Representative’s responsibilities, the Representative will deliver any remaining balance of the Representative Holdback Amount to the Paying Agent for further distribution to the Equityholders as follows: (x) the portion of such balance of the Representative Holdback Amount equal to the aggregate Shareholders’, Non-Employee Optionholders’ and Warrantholders’ Pro Rata Share of such balance of the Representative Holdback Amount, to the account designated by the Paying Agent in accordance with the Paying Agent Agreement, for further payment to each such Equityholder of such Equityholder’s Pro Rata Share of such balance of the Representative Holdback Amount pursuant to the terms Paying Agent Agreement, and (y) the portion of this Agreement. If such balance of the Representative resigns Holdback Amount equal to the aggregate Employee Optionholders’ Pro Rata Share of such balance of the Representative Holdback Amount, to the account designated by the Surviving Corporation, for further payment to each such Optionholder of such Employee Optionholder’s Pro Rata Share of such balance of the Representative Holdback Amount in accordance with normal payroll practices. For tax purposes, the Representative Holdback Amount will be treated as having been received and voluntarily set aside by the Equityholders at the time of Closing. (d) Following the Closing Date, a majority-in-interest of the Equityholders 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 Equityholders, 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 otherwise received by Parent. (e) In the event that the Representative becomes unable or unwilling to serve continue in such capacityits capacity as Representative, then ▇▇▇▇▇'▇ board or if the Representative resigns as the Representative, a majority-in-interest of directors will the Equityholders may by written consent appoint a new Person 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 Equityholders must be delivered to serve Parent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent. (f) The Representative shall have reasonable access to relevant information about the Company and the reasonable assistance of the Company’s and Parent’s employees for purposes of performing its duties and exercising its rights hereunder; provided that the Representative shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). Notwithstanding anything herein to the contrary, following the Closing, the Representative shall be permitted to disclose information as required by Law or to advisors and representatives of the Representative and will provide prompt written notice thereof to Buyer. Until the Equityholders, in each case who have a need to know such notice is receivedinformation, Buyer will be entitled provided that such persons are subject to rely on the actions and statements of the previous Representative. Representative shall have no liability to any Seller (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faithconfidentiality obligations with respect thereto.

Representative. ▇▇▇ ▇▇▇▇▇ (a) Subject to the "Representative") terms and conditions of this Section 14.16, AQ Seller is designated by each Seller to serve as the representative of the Sellers (such Seller 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 expressly 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 performed by without compensation except for the reimbursement of out of pocket expenses and indemnification specifically provided herein. The Representative has accepted such designation as of the date hereof; provided, however, that the Representative shall have no obligation to act on behalf of the Sellers. The Representative will, 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. Buyer and each 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, proxy and attorney-in-fact for each Seller for all purposes of this Agreement, including full power and authority: (i) to take all actions that the Representative considers necessary or desirable in connection with the defense, pursuit, negotiation or settlement of any determinations relating to the payment or determination of the Purchaser Adjustment Amount or the 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, (v) to receive, hold and manage the 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 Representative in its sole discretion considers necessary or appropriate in connection with this Agreement or the Escrow and Paying Agent Agreement, including execution and delivery of the Escrow and Paying Agent Agreement, and any amendment or waiver to this Agreement or the Escrow and Paying Agent Agreement, and the other agreements, instruments and documents contemplated hereby 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. (c) In the event that any Person authorized hereunder as part of the Representative shall die, 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 purposes of this Agreement. (d) The Representative is authorized to act on behalf of the Sellers notwithstanding any dispute or disagreement among the Sellers, and the other parties hereto shall be entitled to rely on any and all action taken by the RepresentativeRepresentative without any liability to, on behalf or obligation to inquire of, any Seller even if such party shall be aware of any Seller (eachactual 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, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that 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, shall have no liability to Buyer ’s duties under this Agreement for any Authorized Actionerrors 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 that such Authorized Action it is found by a final order of finally determined in a court of competent jurisdiction to have constituted fraud. Sellers shall jointly by clear and severally indemnify and hold harmless convincing evidence that the Representative against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred 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 proceeding claim to which the Representative any of such Persons is made a party by reason of the fact he is or that it was acting as the Representative pursuant to the terms of this Agreement. If ; provided, however, that 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 shall not be entitled to rely on indemnification hereunder to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions and statements taken or not taken by the Representative constituted gross negligence or willful misconduct. For the avoidance of doubt, the indemnification contemplated by this Section 14.16(e) shall not subject to any of the previous 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 have no liability receive, hold and manage the Representative Expense Holdback Amount, which amount shall be available to reimburse the Representative for any Seller (expenses incurred or any beneficial owner 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 such Seller’s Allocation Percentage. (h) for The appointment of the Representative shall be deemed coupled with an interest and shall be irrevocable, and the Purchaser and any actionsother Person may conclusively and absolutely rely, or failure to take actionwithout inquiry, which is undertaken by upon any action of the Representative in good faithall matters referred to herein.

Representative. ▇▇▇ ▇▇▇▇▇ (a) Each Seller hereby appoints and authorizes Representative as sole agent and attorney-in-fact of the "Representative"Sellers with full power and authority to act (including by executing, delivering and filing documents, agreements and instruments) is designated by each in the name of, for and on behalf of the Seller to serve as the representative of such Seller Parties with respect to all matters arising in connection with this Agreement and the matters expressly set forth Contemplated Transactions, including the power and authority to make all decisions relating to (i) the determination of Final Closing Working Capital; (ii) the prosecution, defense and/or settlement of any claims for indemnification pursuant to Article VI; and (iii) all decisions in connection with any amendment to this Agreement. All decisions and actions by the Representative shall be binding upon the Sellers and no Seller shall have the right to object to, dissent from, or otherwise contest the same. In the event of the death, incapacity, or resignation of the Representative, the Sellers who, prior to the Closing Date, beneficially owned a majority of the Shares of the Company shall promptly appoint a substitute Representative, who shall be reasonably acceptable to Buyer. (b) The power of attorney granted in this Section 9.1 and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any Seller or by operation of Law. (c) Any notice or communication delivered by Buyer to the Representative in accordance with this Agreement shall, as between Buyer, on the one hand, and Representative, on the other hand, be deemed to be performed by have been delivered to all of the RepresentativeSellers. Buyer and each of its Affiliates shall be entitled to rely on exclusively upon any action taken by the Representative, on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred communications or writings given or executed by the Representative in connection with any action, suitclaims for indemnification and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken, or proceeding to which communications or writings given or executed by, the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of this 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 (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faith.

Representative. (a) For purposes of this Agreement, the "Representative" shall be Deep▇▇ ▇▇▇▇ ▇▇▇▇▇ , if she/he shall be unable to act as Representative, the Archetype Stockholders of record (acting by majority vote of the "Representative"common and preferred stockholders, voting together as a single class) is designated by each Seller shall appoint a successor Representative to serve act thereafter as the representative Representative. In the event that the Representative determines in his or her sole discretion that the interests of the Archetype Shareholders would be better served by the appointment of a new Representative, he or she shall so notify the Archetype Shareholders and shall be entitled to thereafter resign. If the Archetype Stockholders shall fail to elect a successor Representative or do not notify Bitstream and A-Sub of the name of such Seller with respect successor within ten days after being requested to do so by Bitstream or A-Sub, then Bitstream shall elect a successor Representative from among the matters expressly set forth in Archetype Stockholders and such choice shall be binding upon each of the Archetype Stockholders; provided, that any Representative selected by Bitstream may be replaced by a vote of a majority of the Archetype Stockholders. (b) By adoption of the Agreement as required by Delaware law, the Archetype Shareholders shall be deemed to have irrevocably constitute and appointed the Representative, acting alone, as their true and lawful attorney to perform on their behalf all acts which by the provisions of this Agreement are to be performed by them; to execute and give and received on their behalf all notices, requests, consents, amendments, demands and other communications to them hereunder; to delegate to any persons in writing all or any of such Representative's power and authority hereunder in the Representative. Buyer event of absence or incapacity to act, and generally to act for each Archetype Shareholder and on each such Archetype Shareholders' behalf in all matters connected with (c) The foregoing power of its Affiliates attorney in favor of the Representative shall be set forth in the Noncompetition Agreement to be executed by holders of Archetype Options (other than Disqualified Options) and the Lock-Up Agreements to be executed by directors, officers and 5% stockholders of Archetype. (d) The Representative shall act, without compensation, on behalf of the Archetype Shareholders, and the Representative shall not be liable to any Archetype Shareholder for any action taken in good faith on behalf of such Archetype Shareholder. (e) Bitstream and A-Sub shall be entitled to rely on any action taken by the Representative, full power and authority of the Representative to act hereunder on behalf of any Seller (each, an "Authorized Action")the Archetype Shareholders, and each Authorized Action shall not be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that the Representative, as the Representative, shall have no liability to Buyer liable in any way whatsoever 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, action it takes or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of this 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 (or any beneficial owner of any Seller) for any actions, or failure omits to take action, which is undertaken by Representative in good faithreliance upon such power and authority.

Representative. (a) Each Seller hereby irrevocably constitutes and appoints Sh▇▇▇▇ ▇▇▇▇▇▇▇ ▇s the Representative, 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 perform and consummate on behalf of Sellers all of the transactions contemplated by this Agreement. (b) The Representative shall pay all costs and expenses incurred by or on behalf of the "Representative") is designated by each Seller to serve , in his capacity as the representative of such Seller such, including costs and 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 matters expressly set forth transactions contemplated hereby. The Representative shall be reimbursed for all such 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 this Agreement 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 performed used by the Representative to pay expenses incurred by the Representative in his or her capacity as the Representative. Buyer 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 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 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 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 Affiliates 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 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 on conclusively (without further evidence of any action taken 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, on behalf 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 Section 1.3 (ii) the defense or settlement of any Seller claims for which Sellers, as applicable, may be required to indemnify Buyer Indemnified Parties pursuant to Article 9 hereof, (eachiii) any amendment, an "Authorized Action")supplement, or modification of this Agreement and any waiver of any claim or right arising out of this Agreement, discharging Liabilities and obligations, and each Authorized Action (iv) the performance of all things and acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the provisions of this Section 11.17, shall be binding on upon each Seller, and no Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that the Representative, as the Representative, shall have no liability the right to Buyer for any Authorized Actionobject, except to dissent, protest or otherwise contest 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of this 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 (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faithsame.

Representative. (a) At the Closing, ▇▇▇ ▇▇▇▇▇ (the "Representative") is designated by each Seller to serve as the representative of such Seller with respect to the matters expressly set forth in this Agreement to be performed by the Representative▇. Buyer and each of its Affiliates shall be entitled to rely on any action taken by the Representative, on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of this Agreement. If the Representative resigns or is otherwise unable or unwilling to serve in such capacity, then ▇▇▇▇▇'▇▇▇▇ board shall be constituted and appointed, without any further act of directors will any Greensteam Shareholder, the Greensteam Indemnifying Persons’ and the Greensteam Indemnified Persons’ representative (the “Representative”) and, as such, shall serve as and have all powers as agent and attorney-in-fact for and on behalf of each Greensteam Indemnifying Person or Greensteam Indemnified Person, as the case may be: (i) to give and receive notices and communications on their behalf with respect to any matters related to this Agreement; (ii) to object to such deliveries and any claims set forth in any Corporation Indemnification Certificate; (iii) 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 claim for indemnification pursuant to this Article 10; (iv) to litigate, mediate, arbitrate, defend, enforce or take any other actions and execute any other documents that the Representative deems advisable in connection with enforcing any rights or obligations or defending any claim or action under this Agreement on behalf of the Greensteam Indemnifying Persons and the Greensteam Indemnified Persons; (v) to sign receipts, consents or other documents in connection with the Representative’s duties hereunder; and (vi) to take any and 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 Greensteam Shareholder. Notice or communications to or from the Representative shall constitute notice to or from the Greensteam Indemnifying Persons and the Greensteam Indemnified Persons. All actions to be taken by a Greensteam Indemnified Person or Greensteam Indemnifying Person, as the case may be, shall be taken solely by the Representative. (b) No bond shall be required of the Representative. The Representative shall be reimbursed any and all expenses incurred by him in fulfilling his obligations under Section 10.7(a), including any legal and accounting fees payable to third party consultants, and the Representative shall be entitled to receive a fee of $250.00 per hour, billable on a quarterly hour basis, for time spent fulfilling his obligations under Section 10.7(a), with such expenses and fees to be paid by the Greensteam Shareholders in proportion to their respective Pro Rata Portion of the Merger Consideration, as set forth on Schedule A.(c) Without limiting the generality of the foregoing, the Representative shall not incur any liability with respect to any action taken or suffered by him in reliance upon any direction, instruction, consent, statement or other document believed by him to be genuinely and duly authorized, nor for any action or inaction in reliance in good faith upon advice of legal counsel. If the Representative shall die, become disabled, resign or otherwise be unable to fulfill his responsibilities hereunder, Greensteam Shareholders, acting by consent of Greensteam Shareholders having an interest in a majority of the Contingent Merger Consideration (a “Majority”) shall, as soon as practicable after such death, resignation or disability, appoint a new Person successor to serve as the Representative and will provide prompt immediately thereafter notify the Corporation of the identity of such successor. If a Majority chooses to remove the Representative for any reason, such Majority shall simultaneously appoint a successor to the Representative and immediately thereafter notify the Corporation of the identity of such successor. Any such successor pursuant to either of the preceding two sentences shall succeed the Representative as Representative hereunder. (d) A decision, act, consent or instruction of the Representative shall constitute a decision of the Greensteam Indemnifying Persons or the Greensteam Indemnified Persons, as the case may be, and shall be final, binding and conclusive upon the Greensteam Indemnifying Persons or the Greensteam Indemnified Persons, as the case may be. The Corporation, and any Corporation Indemnified Person may rely upon any decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of the Greensteam Indemnifying Persons or the Greensteam Indemnified Persons, as the case may be. Although the Representative shall not be obligated to obtain instructions from the Greensteam Indemnifying Persons or the Greensteam Indemnified Persons, as the case may be, prior to any decision, act, consent or instruction, if, and to the extent that, the Representative receives any written notice thereof instructions from a Majority, the Representative shall comply with such instructions. (e) The Representative shall not be liable to Buyerthe Greensteam Shareholders for any act taken or omitted to be taken as Representative, except for the commission of actual fraud or willful misconduct. Until such notice is received, Buyer will be entitled to rely Each Greensteam Shareholder shall severally indemnify the Representative and hold the Representative harmless against any damages or expenses incurred without bad faith on the actions and statements part of the previous 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. (f) The power of attorney granted by the Greensteam Indemnifying Persons and the Greensteam Indemnified Persons to the Representative pursuant to this 10.7 is coupled with an interest and is irrevocable and shall have no liability to not terminate or otherwise be affected by the death, disability, incompetence, bankruptcy or insolvency of any Seller Greensteam Indemnifying Person or Greensteam Indemnified Person. (g) The provisions of this Section 10.7 (or any beneficial owner a reasonably detailed summary thereof) shall be distributed to the Greensteam Shareholders prior to their approval of any Seller) for any actions, or failure to take action, which is undertaken the Merger and adoption of this Agreement by the Greensteam Shareholders shall constitute ratification of the appointment of the Representative in good faithand approval of the provisions of this Section 10.7.

Representative. The Company hereby agrees that G▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the "Representative") is designated by each Seller to serve shall be appointed as the representative Representative and as the attorney-in-fact for and on behalf of such Seller each Stockholder, and is hereby authorized to take any and all actions and make any and all decisions required or permitted to be taken by him under this Agreement or any Ancillary Agreement to which any Stockholder is a party, including the exercise of the power to (i) resolve any Dispute Notices with respect to the matters expressly set forth Final Closing Statement or any Earn-Out Statement, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (iii) resolve any indemnification claims and (iv) take all actions necessary in the judgment of the Representative for the accomplishment of the other terms, conditions and limitations of this Agreement Agreement, the Ancillary Agreements and any transactions contemplated herein and therein. Accordingly, the Representative has the authority and power to be performed by the Representative. Buyer and each of its Affiliates shall be entitled to rely on any action taken by the Representative, act on behalf of each Stockholder with respect to this Agreement or any Seller (each, an "Authorized Action"), and each Authorized Action shall Ancillary Agreement to which any Stockholder is a party. Each Stockholder will be binding on each Seller as fully as if such Seller had bound by all actions taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, this Agreement and Parent shall only be required to acknowledge or proceeding act upon a written communication signed by the Representative. Such agency may be changed with respect to which the Representative is made a party by reason the majority of the fact he is Stockholders represented thereby; provided, however, that the Representative may not be removed unless any such majority agrees to such removal and to the identity of a substituted agent reasonably acceptable to Parent. Notwithstanding the foregoing, the Representative may resign at any time by providing written notice of his intent to resign to each Stockholder, which resignation shall be effective upon the earlier of (i) thirty (30) calendar days following delivery of such written notice or was acting (ii) the appointment of a successor representative, reasonably acceptable to Parent, by the relevant majority. No bond shall be required of the Representative and the Representative shall not receive any compensation for its services. The Representative shall not be liable to the Stockholders for any act done or omitted hereunder as the Representative pursuant to while acting in good faith and in the terms exercise of reasonable judgment, even if such act or omission constitutes negligence on the part of the Representative. The Representative shall only have the duties expressly stated in this AgreementAgreement and shall have no other duty, express or implied. If The Representative may engage attorneys, accountants and other professionals and experts and pay for such services by seeking reimbursement from the Stockholders. The Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Representative resigns based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. The Stockholders shall jointly and severally indemnify the Representative and hold the Representative harmless against any loss, liability or is otherwise unable or unwilling to serve in such capacity, then ▇▇▇▇▇'▇ board expense incurred on the part of directors will appoint a new Person to serve the Representative (so long as the Representative was acting in good faith in connection therewith) and will provide prompt written notice thereof to Buyer. Until such notice is received, Buyer will be entitled to rely on arising out of or in connection with the actions and statements acceptance or administration of the previous Representative. Representative shall have no liability to any Seller (or any beneficial owner ’s duties hereunder, including the reasonable fees and expenses of any Seller) for any actions, or failure to take action, which is undertaken legal counsel retained by Representative in good faiththe Representative.

Representative. (a) Each THL Entity hereby designates and appoints (and each Permitted Transferee of each such THL Entities is hereby deemed to have so designated and appointed) each of Anth▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇ot▇ ▇▇▇▇▇▇▇▇ ▇▇▇ 71 76 Kent ▇▇▇▇▇▇, ▇▇ his attorney-in-fact with full power of substitution for each of them (the "THL Entities' Representative") is designated by each Seller ), to serve as the representative of each such Seller with respect person to the matters expressly set forth in perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such person and hereby acknowledges that the THL Entities' Representative shall be the 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. Buyer The other parties hereto are and each of its Affiliates shall 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' Representative 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 Entity 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 with full power of substitution for each of them (the "DLJ Entities' Representative, on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of this 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 of each such person to perform all such acts (other than voting of shares of Common Stock) as are required, authorized or contemplated by this 72 77 Agreement to be performed by such person and hereby acknowledges that the DLJ Entities' Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Agreement by each such person. Each such person hereby authorizes (and will provide prompt written each such Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice thereof or other action taken by such person pursuant to Buyerthis Agreement except for the DLJ Entities' Representative. Until such notice is received, Buyer The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the actions DLJ Entities' Representative and statements 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 person. A successor to the DLJ Entities' Representative may be chosen by a majority in interest of the previous DLJ Entities' Shareholders, provided that notice thereof is given by the new DLJ Entities' Representative to the Company and to each other DLJ Entity Shareholder. (c) Each Merr▇▇▇ ▇▇▇c▇ ▇▇▇ity hereby designates and appoints (and each Permitted Transferee of each such Merr▇▇▇ ▇▇▇c▇ ▇▇▇ities is hereby deemed to have so designated and appointed) KECALP Inc., as his attorney-in-fact with full power of substitution for each of them (the "Merr▇▇▇ ▇▇▇c▇ ▇▇▇ities 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 the Merr▇▇▇ ▇▇▇c▇ ▇▇▇ities Representative shall be the 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 hereby to disregard any notice or other action taken by such person pursuant to this Agreement except for the Merr▇▇▇ ▇▇▇c▇ ▇▇▇ities Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Merr▇▇▇ ▇▇▇c▇ ▇▇▇ities Representative and are and will be entitled and authorized to give notices only to the Merr▇▇▇ ▇▇▇c▇ ▇▇▇ities Representative for any notice contemplated by this Agreement to be given to any such person. A successor to the Merr▇▇▇ ▇▇▇c▇ ▇▇▇ities Representative may be chosen by a majority in interest of the Merr▇▇▇ ▇▇▇c▇ ▇▇▇ities' Shareholders, provided that notice thereof is given by the new Merr▇▇▇ ▇▇▇c▇ ▇▇▇ities Representative to the Company and to each other Merr▇▇▇ ▇▇▇c▇ ▇▇▇ity Shareholder. (d) Each Management Shareholder hereby designates and appoints (and each Permitted Transferee of each such Management Shareholder is hereby deemed to have so designated and appointed) Paul ▇. ▇▇▇▇▇▇▇, ▇▇ his attorney-in-fact with full power of substitution for each of them (the "Management 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 the Management Representative shall have no liability to any Seller (or any beneficial owner of any Seller) for any actions, or failure be the only person authorized to take actionany action so required, which is undertaken authorized or contemplated by Representative in good faith.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 such person pursuant to this Agreement except for the

Representative. (a) Each Indemnitor appoints ▇▇▇▇▇▇▇ ▇▇, represented by ▇▇. ▇▇▇▇▇▇▇▇ (the "Representative") is designated by each Seller to serve Staehelinas as the representative of such Seller Representative as the Indemnitor’s agent and true and lawful attorney-in-fact with respect to the matters expressly powers and authority as set forth in this Agreement, and the Representative hereby accepts such appointment. The Representative shall be the exclusive agent for and on behalf of the Indemnitors to (1) give and receive notices and communications to or from Purchaser relating to this Agreement or any of the other Transactions, other than in connection with Direct Shareholder Claims; (2) authorize deliveries to Purchaser of cash or Consideration Shares and legally bind each Indemnitor to pay cash or deliver or Consideration Shares directly to Purchaser in satisfaction of claims asserted by Purchaser by not objecting to such claims), other than in connection with Direct Shareholder Claims; (3) object to such claims in accordance with Section 8.7, other than in connection with Direct Shareholder Claims; (4) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, such claims, other than in connection with Direct Shareholder Claims; (5) 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, other than in connection with Direct Shareholder Claims, (6) subject to Section 7.3, execute for and on behalf of each Indemnitor any amendment to this Agreement or any exhibit, annex or schedule hereto (including for the purpose of amending addresses or sharing percentages), and (7) subject to Section 7.4, execute for and on behalf of each Indemnitor any waiver or extension to this Agreement. The Representative shall be performed by the sole and exclusive means of asserting or addressing any of the above, and no Indemnitor shall have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Representative. Buyer This appointment of agency and this power of attorney is 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 or incapacity of any Indemnitor 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 Indemnitor or the Representative will have received any notice thereof. (b) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Representative that is within the scope of the Representative’s authority under this Agreement, including Sections 1.2, 1.5 and 8.8(a), 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 Shareholders or Indemnitors, as the case may be, and shall be final, binding and conclusive upon each of its Affiliates them. Purchaser shall be entitled to rely on upon any action taken 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 Shareholder or Indemnitor. Purchaser is unconditionally and irrevocably relieved from any liability to any person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent or instruction of the Representative. (c) The scope of the powers of the Representative as agent for the Indemnitors may be changed, and the Person serving as the Representative may be replaced from time to time, by the vote or consent of Indemnitors representing a majority of the Consideration Percentage of all Indemnitors upon not less than thirty (30) days’ prior written notice to Purchaser. A vacancy in the position of the Representative may be filled by the vote or consent or Indemnitors representing a majority of the Consideration Percentage of all Indemnitors. If the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Indemnitors, other than the Representative, on behalf representing a majority of any Seller (eachthe Consideration Percentage of all Indemnitors, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that other than the Representative, as will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the RepresentativeRepresentative will serve until such successor is duly appointed and qualified to act hereunder. If there is not a Representative at any time, shall have no liability any obligation to Buyer for any Authorized Action, except provide notice to the extent that Representative will be deemed satisfied if such Authorized Action notice is found by a final order delivered to each of the Indemnitors at their addresses last known to Purchaser, which will be the address set forth in the Spreadsheet unless Representative provides notice to Purchaser of a court of competent jurisdiction to have constituted fraud. Sellers shall jointly and severally indemnify and hold harmless different address in the Representative against all expenses manner described in Section 9.3. (including reasonable attorneys' fees)d) All expenses, judgmentsif any, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with the performance of his duties as the Representative (the “Representative Expenses”) will be borne and paid by the Indemnitors according to their respective Consideration Percentage. Notices or communications to or from the Representative shall constitute notice to or from each of the Indemnitors. (e) The Representative shall not be liable to any actionIndemnitor 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 shall be conclusive evidence of such good faith. The Indemnitors shall severally and not jointly indemnify the Representative and hold him harmless against any loss, liability, damage, claim, suit, penalty, cost or proceeding to which expense (including fees and expenses of counsel) incurred without gross negligence or bad faith on the part of the Representative is made a party by reason and arising out of or in connection with the acceptance or administration of his duties hereunder. (f) The Representative shall have reasonable access to information about the Company and the reasonable assistance of the fact he is Company’s former officers and employees for purposes of performing his duties and exercising his rights hereunder. The Representative shall treat confidentially and not use or was acting disclose the terms of this Agreement, the Company Disclosure Letter or any nonpublic information from or about the Purchaser or the Company to anyone, except that the Representative may disclose the terms or information to the Indemnitors or 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 Purchaser, the Representative shall enter into a separate confidentiality agreement before being provided access to such information. (g) By his signature to this Agreement, the initial Representative hereby accepts the appointment contained in this Agreement, as confirmed and extended by this Agreement, and agrees to act as the Representative and to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement. 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 (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faith.

Representative. ▇▇▇ ▇▇▇▇▇ (i) Each Seller hereby irrevocably appoints the "Representative") is designated by each Seller Representative to serve as the representative of such Seller the Sellers with respect to the matters expressly set forth in this Agreement to be performed by the Representative. Buyer Each Seller hereby irrevocably appoints the Representative as the agent, proxy and attorney in fact for such Seller for all purposes of this Agreement, including full power and authority on such Seller’s behalf to (a) consummate the Transactions, (b) pay expenses (whenever incurred) in connection with the Transactions, (c) disburse any funds received hereunder to the Sellers or other payees, (d) execute and deliver on behalf of such Seller any amendment or waiver hereto, (e) take all other actions to be taken by or on behalf of such Seller in connection herewith, (f) negotiate, settle, compromise and otherwise handle any claims made by an Indemnified Party and (g) do each and every act and exercise any and all rights which such Seller is, or the Sellers collectively are, permitted or required to do or exercise under this Agreement or any other Transaction Document. All decisions, actions, consents and instructions of the Representative may be relied upon by Purchaser and its Affiliates shall and any other Person. (ii) The Representative will not be entitled liable to Purchaser or the Sellers in its capacity as the Representative for any Liability of a Seller or for any error of judgment, or for any act done or step taken or omitted by the Representative in good faith or for any mistake in fact or law, or for anything that it may do or refrain from doing in connection with this Agreement except in the case of actual fraud by it. The Representative may seek the advice of reputable legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it will incur no Liability in its capacity as Representative to Purchaser or the Sellers and will be fully protected with respect to any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel. The Representative may in good faith rely conclusively on information, reports, statements and opinions prepared or presented by counsel or other professionals retained by it, and any action taken by the RepresentativeRepresentative based on such reliance will be deemed conclusively to have been taken in good faith. The Representative will have full power and authority to interpret all the terms and provisions of this Agreement or any other agreement in connection herewith and to consent to any amendment hereof or thereof for, in the name and on behalf of any Seller all such Sellers and such successors. (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 against all iii) Any expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably or liabilities incurred by the Representative in connection with any action, suit, or proceeding to which the performance of its duties under this Agreement will not be the personal obligation of the Representative is made a party but will be payable by reason the Sellers jointly and severally. No provision of this Agreement or any other agreement in connection herewith will require the fact he is Representative to expend or was acting risk its own funds or otherwise incur any financial Liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement or any other agreement in connection herewith on behalf of any Seller. (iv) The Sellers, jointly and severally, will indemnify, defend and hold harmless the Representative and its successors and assigns from and against any and all Losses arising out of or in connection with the Representative’s execution and performance (solely in its capacity as the Representative pursuant to the terms Representative) of this Agreement, in each case as such Losses are incurred or suffered, except for actual fraud by the Representative. If Subject to the foregoing, in no event will 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 liable to any Seller (or any beneficial owner of any Sellerits successors) for any actionsindirect, punitive, special or failure to take action, which is undertaken by Representative in good faithconsequential damages. This indemnification will survive the termination of this Agreement.

Representative. ▇▇▇ ▇▇▇▇▇ (the "Representative"a) is designated by By entering into this Agreement, each Seller to serve hereby irrevocably authorizes and appoints Fortress as the representative of such Seller with respect to the matters expressly set forth in “Representative” for all purposes under this Agreement and as such Seller’s representative, agent and attorney-in-fact for all purposes in connection with this Agreement and the agreements ancillary hereto, with full authority to act on behalf of, and to bind, each such Person for purposes of this Agreement and the agreements ancillary hereto, and the Representative hereby accepts such appointment; provided, however, that the Representative shall not have authority to amend, waive or otherwise modify the provisions of Section 11.4(a)(iii) hereof or to take any action described in Section 12.18. The Buyer shall be performed by entitled to deal exclusively with the Representative. Buyer Representative on all such matters and each of its Affiliates shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any action taken by the Representative, document executed or purported to be executed on behalf of any Seller (each, an "Authorized Action")by the Representative, and each Authorized Action shall on any other action taken or purported to be binding taken on each behalf of any Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that by the Representative, as being fully binding upon such Seller. Notices or communications to or from the Representative shall constitute notice to or from each of the Sellers. The provisions of this Section 12.17, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one of the Sellers, or by operation of law, whether by death or other event. (b) The Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s pro rata share of equity interest in the Company as of the date thereof (the “Majority Holders”); provided, however, in no event shall the Representative resign or be removed without the Majority Holders having first appointed a new Representative who shall assume such duties immediately upon the resignation or removal of the prior Representative. In the event of the death, incapacity, resignation or removal of the Representative, a new Representative shall have no liability to Buyer for any Authorized Action, except be appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Representative shall be sent to the extent that Buyer, such Authorized Action appointment to be effective upon the later of the date indicated in such consent or the date such notice 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred received by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of this 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 ; provided that until such notice is received, the Buyer will shall be conclusively entitled to rely on the decisions and actions and statements of the previous Representative. prior Representative shall have no liability to any Seller (or any beneficial owner of any Selleras described in Section 12.17(a) for any actions, or failure to take action, which is undertaken by Representative in good faithabove.

Representative. ▇▇▇ ▇▇▇▇▇ (the "Representative"a) is designated by Subject to Section 10.21(b), each Seller shall be deemed to serve have irrevocably constituted, appointed, authorized, directed and empowered, effective as of the Closing, the Representative to act as sole and exclusive agent, attorney-in-fact and representative of such Seller Seller, with full power of substitution, with respect to the all matters expressly set forth in under this Agreement and the agreements ancillary hereto, including giving and receiving notices hereunder, entering into any amendment or modification hereof, engaging special counsel, accountants or other advisors or incurring such other expenses on behalf of the Sellers, holding back from disbursement to any Seller any such funds to the extent it reasonably determines may be performed by necessary or required under the terms and conditions of this Agreement or applicable Law, negotiating, settling, compromising or otherwise resolving any dispute hereunder (including any disputes relating to the Adjustment Escrow Amount) or doing any and all things and taking any and all actions, in each case that the Representative. Buyer , in its sole and each absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement or any other documents or instruments entered into in connection herewith. (b) Notwithstanding Section 10.21(a), if a matter relates solely to Blocker or the Blocker Seller and could not reasonably be expected to adversely affect any Non-Blocker Seller, then the ability to take any action (or refrain from taking any action) with respect to such matter is hereby delegated solely to the Blocker Seller. (c) Neither the Representative nor any of its Affiliates officers, directors, managers, employees, agents or representatives shall incur any responsibility or liability whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement or any such other agreement, instrument or document, except to the extent any act or failure to act constitutes fraud or willful misconduct. The Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue. The Representative shall not be required to make any action taken by inquiry concerning either the Representative, on behalf performance or observance of any of the terms, provisions or conditions of this Agreement. Each Seller (eachshall, an "Authorized Action")severally and not jointly, and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that the Representativeindemnify, 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 defend and hold harmless the Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including reasonable attorneys' feesthe 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 execution and performance of this Agreement and the agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred, on a pro rata basis consistent with the Payout Schedule; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud or willful misconduct of the Representative, the Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such fraud or willful misconduct. If not paid directly to the Representative by the Sellers, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative Expense Fund and (ii) the amounts in the Adjustment Escrow Account at such time as remaining amounts would otherwise be distributable to the Sellers; provided, that while this section allows the Representative to be paid from the Representative Expense Fund and the Adjustment Escrow Account, this does not relieve the Sellers of their obligation to promptly pay such Representative ▇▇▇▇▇▇ as they are suffered or incurred (consistent with the allocation in the immediately preceding sentence), judgmentsnor does it prevent the Representative from seeking any remedies available to it at law or otherwise. Notwithstanding anything to the contrary in this Agreement, finesin no event will the Representative be required to advance its own funds on behalf of the Sellers or otherwise. The Representative may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken and suffered by it in good faith and in accordance with the opinion of such counsel. The indemnity obligations of this Section 10.21(c) shall survive the Closing, the resignation or removal of the Representative or any termination of this Agreement pursuant to Section 9.02. (d) ▇▇▇▇▇ shall have the right to rely upon all actions taken or omitted to be taken by the Representative hereunder or in connection with this Agreement. All decisions, actions, consents and instructions of the Representative authorized to be made, taken or given pursuant to this Section 10.21 shall be final and binding upon all the Sellers, and amounts paid in settlement actually no Seller shall have any right to object, dissent, protest or otherwise contest the same. (e) At the Closing, ▇▇▇▇▇ shall deliver to the Representative the Representative Expense Fund, to be held to cover and reasonably reimburse the fees, expenses and other monetary obligations incurred by the Representative in connection with any action, suit, or proceeding to which the carrying out by the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of its duties under this Agreement. If The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative resigns for, any third party expenses, charges or is otherwise unable liabilities pursuant to this Agreement and any agreements ancillary hereto. The Sellers will not receive any interest or unwilling to serve in such capacity, then ▇▇▇▇▇'▇ board of directors will appoint a new Person to serve as 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 other than as a result of its fraud 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 provide prompt written notice thereof not voluntarily make these funds available to Buyerits creditors in the event of bankruptcy. (f) As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver (or will cause to be delivered) the balance of the Representative Expense Fund to the Sellers the portion of the balance of the Representative Expense Fund such holder is entitled to receive in accordance with this Agreement and the Payout Schedule. Until such notice In the event that any amount is receivedowed to the Representative, Buyer will whether for fees, expense reimbursement or indemnification, that is in excess of the amounts remaining in the Representative’s Expense Fund, the Representative shall be entitled to rely be reimbursed by the Sellers on a pro rata basis (consistent with the actions allocation in the immediately preceding sentence), and statements of the previous Sellers shall so reimburse the Representative. Upon written notice from the Representative shall have no liability to the Sellers as to any such owed amount, including a reasonably detailed description as to such owed amount, each Seller shall promptly deliver to the Representative full payment of his, her or its pro rata share of such owed amount (or any beneficial owner determined on a basis consistent with the allocation in the first sentence of any Seller) for any actionsthis Section 10.21(f)). For tax purposes, or failure to take action, which is undertaken the Representative Expense Fund will be treated as having been received and voluntarily set aside by Representative in good faiththe Sellers at the time of Closing.

Representative. ▇▇▇ ▇▇▇▇▇ (a) Effective upon the "Representative") is designated approval of the Merger and this Agreement by each Seller to serve the Stockholders, and without any further act of any Stockholder, holder of Series B Warrant or Participant, the Representative shall be irrevocably constituted and appointed as the representative Representative for and on behalf of both the Stockholders, holders of Series B Warrant and the Participants contemplated by Schedule 2.7 to give and receive notices and communications, take any and all actions arising out of, or in connection with, this Agreement and the Ancillary Agreements, including for purposes of taking any action or omitting to take action on behalf of all Stockholders, holders of Series B Warrant and Participants or each of them hereunder or thereunder, to 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 Seller 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 take all actions necessary or appropriate in the matters expressly judgment of the Representative for the accomplishment of the foregoing, and to carry out all other obligations set forth specifically for the Representative in this Agreement Agreement. Such agency may be changed by the persons and entities set forth on Schedule 2.7 and representing two-thirds of the payments to be performed by 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, holders of Series B Warrant and Participants with respect to any such item. (b) The Representative shall not be liable to any Stockholder, holder of Series B Warrant or Participant for any act done or omitted 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. Buyer The Stockholders, holders of Series B Warrant and each of its Affiliates shall be entitled to rely on any action taken by the Representative, on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 Participants shall jointly and severally and on a pro rata basis, based on the amounts set forth on Schedule 2.7, indemnify and hold harmless defend the Representative and hold the Representative harmless against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably any Loss incurred by the Representative and arising out of or in connection with the acceptance, performance or administration of the Representative’s duties hereunder and under the Ancillary Agreements (including the Escrow Agreement), including the reasonable fees and expenses of any actionlegal counsel, suitaccountants, auditors and other advisors retained by the Representative. (c) A decision, act, consent or proceeding to which instruction of the Representative is made shall constitute a party by reason decision of all of the fact he is 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 Escrow Agent and Buyer may rely upon any decision, act, consent or was acting as the Representative pursuant to the terms instruction of this Agreementeach and every Stockholder. 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 The Escrow Agent 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 are hereby relieved from any liability to any Seller (or any beneficial owner of any Seller) Person for any actionsacts done by them in accordance with such decision, act, consent or failure to take action, which is undertaken by Representative in good faithinstruction of the Representative.

Representative. ▇▇▇ ▇▇▇▇▇ (a) In order to efficiently administer certain matters contemplated hereby following the "Representative") is designated by each Seller Closing, including any actions that the Representative may, in its sole discretion, determine to serve as the representative of such Seller be necessary, desirable or appropriate in connection with respect to the matters expressly set forth in this Agreement, the Share Recipients, by the adoption of this Agreement and acceptance of consideration under this Agreement, hereby designate and empower Shareholder Representative Services LLC as the Representative for all purposes in connection with this Agreement and the Lock-Up Agreements or any agreements ancillary hereto or thereto. (b) In the event the Representative dies, becomes unable to perform his, her or its responsibilities hereunder or resigns from such position, the Share Recipients, who together are entitled to a majority of the Total Consideration at such time shall be authorized to and shall select another representative to fill such vacancy and such substituted representative shall be deemed to be performed the Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (c) By their adoption of this Agreement and acceptance of consideration under this Agreement, the Share Recipients hereby agree, in addition to the foregoing, that: (i) the Representative shall constitute the true and lawful representative, agent and attorney-in-fact of each Share Recipients with full power in his, her or its name and on his, her or its behalf to act according to the terms of this Agreement and in general to do all things and to perform all acts including, without limitation, executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement. The Representative hereby accepts such appointment; (ii) the Representative shall take any and all actions that it believes are necessary or appropriate under this Agreement for and on behalf of the Share Recipients; (iii) the Representative shall have full authority to (A) execute, deliver, acknowledge, certify and file on behalf of the Share Recipients (in the name of any or all of the Share Recipients or otherwise) any and all documents that the Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the Representative may, in its sole discretion, determine to be appropriate, (B) give and receive notices and other communications relating to this Agreement and the transactions contemplated hereby and thereby (except to the extent that this Agreement contemplates that such notice or communication shall be given or received by the Representative. Buyer Share Recipients individually), (C) take or refrain from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and each disputes arising out of its Affiliates or related to this Agreement and the transactions contemplated hereby and thereby and (D) engage attorneys, accountants, financial and other advisors, paying agents and other persons necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing; (iv) Parent shall be entitled to rely conclusively on the instructions and decisions given or made by the Representative as to any of the matters described in this Section 3.6, and no party shall have any cause of action against Parent for any action taken by Parent in reliance upon any such instructions or decisions; (v) all actions, decisions and instructions of the Representative, on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action Representative shall be conclusive and binding on upon each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that of the Representative, as the Representative, Share Recipients and no Share Recipient shall have no liability to Buyer any cause of action against the Representative for any Authorized Actionaction taken, 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred decision made or instruction given by the Representative in connection with this Agreement or the agreements, except as otherwise provided in this Section 3.6; (vi) the provisions of this Section 3.6 are independent and severable, are irrevocable and coupled with an interest, and shall be enforceable notwithstanding any actionrights or remedies that any Share Recipient may have in connection with the transactions contemplated by this Agreement; (vii) the provisions of this Section 3.6 shall be binding upon the executors, suitheirs, legal representatives successors and assigns of each Share Recipient and any references in this Agreement to any Share Recipient (or proceeding them collectively) shall mean and include the successors to which the Representative is made a party by reason of the fact he is or was acting as the Representative Share Recipients’ rights hereunder, whether pursuant to testamentary disposition, the terms laws of this Agreement. If descent and distribution or otherwise; and (viii) 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 duties or obligations hereunder, except those expressly set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Agreement. (d) The Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its bad faith, gross negligence or willful misconduct. The Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Share Recipients shall, severally, and not jointly, indemnify the Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the bad faith, gross negligence or willful misconduct of the Representative, the Representative will reimburse the Share Recipients the amount of such indemnified Representative Loss to the extent attributable to such bad faith, gross negligence or willful misconduct. Representative Losses may be recovered by the Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Share Recipients under this Agreement at such time as such amounts would otherwise be distributable to the Share Recipients; provided, that while the Representative may be paid from the aforementioned sources of funds, this does not relieve the Share Recipients from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Representative be required to advance its own funds on behalf of the Share Recipients or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Share Recipients set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative. Neither the Company nor Parent shall have any liability to the Representative in connection with the provision of such services under this Section 3.6. (e) On or prior to the Closing Date, the Company will wire $[***] (the “Expense Fund”) to the Representative, which will be used for any Seller expenses incurred by the Representative. The Share Recipients will not receive any interest or earnings on the 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 hold these funds separate from its corporate funds 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 shall cause (or any beneficial owner at the Share Recipients’ expense) the disbursement of any Seller) remaining balance of the Expense Fund to the Share Recipients based on such Share Recipients pro rata portions as set forth in Schedule 2 (Pre-Closing Statement), except in the case of payments to employees or former employees of the Company for which employment tax withholding is required, which such amounts shall be delivered to Parent or the Surviving Corporation and paid through Parent’s or Surviving Corporation’s payroll processing service or system. For tax purposes, the Expense Fund shall be treated as having been received and voluntarily set aside by the Share Recipients at the time of Closing. The parties agree that the Representative is not responsible for any actions, tax reporting or failure to take action, which is undertaken by Representative withholding in good faithconnection with the distribution of the Expense Fund.

Representative. ▇▇▇ (a) By virtue of the approval of the Merger and this Agreement by written consent or by having executed and delivered the Option Holder Election, each of the Company Holders shall be deemed to have agreed to appoint ▇▇▇▇▇ (the "Representative") is designated by each Seller to serve ▇. ▇▇▇▇▇▇▇▇ as its agent and attorney-in-fact, as the representative Representative for and on behalf of the Company Holders to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund and directly against the Company Holders in satisfaction of claims by any Indemnified Party, to object to such Seller 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 the matters expressly set forth 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 Holder or by any such Company Holder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Holder, in each case relating to this Agreement to be performed by or the Representative. Buyer and each of its Affiliates shall be entitled to rely on any action taken by the Representative, on behalf of any Seller (each, an "Authorized Action")transactions contemplated hereby, and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees to take all other actions that are either (i) necessary or appropriate in 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 judgment of a court of competent jurisdiction to have constituted fraud. Sellers shall jointly and severally indemnify and hold harmless the Representative against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by for the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason accomplishment of the fact he is foregoing or was acting as the Representative pursuant to (ii) specifically mandated by the terms of this Agreement. If Such agency may be changed by the Company Holders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Representative resigns may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Representative, and the Representative shall not receive any compensation for its services. Notices or is otherwise unable communications to or unwilling from the Representative shall constitute notice to serve or from the Company Holders. (b) The Representative shall not be liable for any act done or omitted hereunder as Representative while acting in such capacity, then ▇▇▇▇▇'▇ board good faith and in the exercise of directors will appoint a new Person reasonable judgment. The Company Holders on whose behalf the Escrow Amount was contributed to serve as the Escrow Fund shall indemnify the Representative and will provide prompt written notice thereof to Buyer. Until such notice is receivedhold the Representative harmless against any loss, Buyer will be entitled to rely liability or expense incurred without gross negligence or bad faith on the actions and statements part of the previous Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees, costs and expenses of any legal counsel or other advisors retained by the Representative (“Representative Expenses”), of which up to $20,000 (the “Company Holder Representative Advance” and together with the Company Holder Accounting Expenses, the “Company Holder Advanced Expenses”) shall be advanced by Parent. The Representative Expenses shall have no be borne by the Company Holders based on their Pro Rata Portion. 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 8.3 and Section 8.4 hereof, shall constitute a decision of the Company Holders and shall be final, binding and conclusive upon the Company Holders; and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of the Company Holders. The Escrow Agent and Parent are hereby relieved from any liability to any Seller (or any beneficial owner of any Seller) person for any actionsacts done by them in accordance with such decision, act, consent or failure to take action, which is undertaken by Representative in good faithinstruction of the Representative.

Representative. ▇▇▇ ▇▇▇▇▇ (a) Each of the Sellers hereby appoints ______________, his agent and attorney-in-fact, as the Sellers’ representative (the "“Representative"”) is designated for and on behalf of the Sellers, to give and receive notices and communications, to authorize payment to Procera of Escrow Shares from the Escrow Fund in satisfaction of claims by each Seller Procera, to serve as the representative object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of such Seller courts and awards of arbitrators with respect to the matters expressly set forth in this Agreement to be performed by the Representative. Buyer and each of its Affiliates shall be entitled to rely on any action taken by the Representative, on behalf of any Seller (each, an "Authorized Action")such claims, and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees to take all other actions that are either (i) necessary or appropriate in 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 judgment of a court of competent jurisdiction to have constituted fraud. Sellers shall jointly and severally indemnify and hold harmless the Representative against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by for the Representative in connection with any action, suitaccomplishment of the foregoing, or proceeding to which the Representative is made a party (ii) specifically mandated by reason of the fact he is or was acting as the Representative pursuant to the terms of this Agreement. If Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to Procera; provided, however, that the Representative resigns may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Representative, and the Representative shall not receive compensation for his services. Notices or is otherwise unable communications to or unwilling from the Representative shall constitute notice to serve 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 capacity, then ▇▇▇▇▇'▇ board successor Representative as well as a specimen signature of directors will appoint a new Person to serve such successor Representative. (b) The Representative shall not be liable for any act done or omitted hereunder as the Representative while acting in good faith and will provide prompt in the exercise of 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 notice thereof request to Buyerthe Escrow Agent, payments and reimbursement for any expenses incurred by Representative in connection with the Representative’s representation of the Sellers in connection with this Escrow Agreement. Until such notice is received, Buyer will be entitled to The Escrow Agent may absolutely rely on the actions such written request and statements of the previous Representative. Representative shall have no duty to determine the authority of the Representative in making such request. (c) 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 constitute a decision of the Sellers and shall be final, binding and conclusive 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 Agent and Procera are hereby relieved from any liability to any Seller (or any beneficial owner of any Seller) person for any actionsacts done by them in accordance with such decision, act, consent or failure to take action, which is undertaken by Representative in good faithinstruction of the Representative.

Representative. (a) The Sellers will act through the Representative, who is deemed authorized to act on behalf of Sellers in the manner set forth in this Section 23. Sellers have selected Lars ▇▇▇ ▇▇▇▇▇ ▇▇ the initial Representative. (b) A Representative may resign at any time effective upon giving written notice to each of the "parties hereto. The Sellers may at any time remove a Representative by giving thirty (30) days' written notice to him. If a Representative shall resign or be removed, the Sellers may by written election appoint any number of successor Representatives and will so appoint a successor if the Representative in question was the only Representative in office. The Representative will promptly notify Purchaser in writing of the resignation or removal of any Representative and of the appointment of any successor Representative". (c) is With respect to matters involving the Sellers, Purchaser and Escrow Agent must rely conclusively upon any written instruction of a Representative. Purchaser and Escrow Agent must rely conclusively on the authority of a Representative designated herein or by each Seller the Sellers until Purchaser and Escrow Agent receive a written instruction naming another person as Representative to serve as succeed to that position in the representative place of such Seller the existing Representative, which instruction must be signed by the Sellers. (d) The Representative may take any action on behalf of the Sellers which it deems appropriate to take with respect to any Claim for Losses received by it pursuant to Article 11 of the matters expressly set forth Purchase Agreement. (e) The Representative may on behalf of the Sellers, at any time and without regard to whether or not proceedings for the resolution or determination thereof have commenced, agree upon, resolve, settle or compromise any Claim under Article 11 of the Purchase Agreement in this Agreement the sole and absolute discretion of the Representative. (f) The Representative may on behalf of the Sellers, in its sole and absolute discretion, pursue, elect not to pursue, or terminate the pursuit of any Claim or issue under Article 11 of the Purchase Agreement, including the conduct of arbitration or litigation of third-party claims, as provided herein and in the Agreement. (g) Under no circumstances will the Representative be liable to Sellers for any act it may take in its capacity as Representative, or for the failure to take any action, or for the actions of Sellers, or for any damage, loss of expense suffered or incurred resulting from the exercise of the Representative's sole and absolute discretion in acting hereunder, except only for acts of gross negligence, bad faith or willful misconduct. (h) The Representative shall be and hereby is authorized to retain counsel, accountants, or other professional assistants to assist in determining the validity of claims or in otherwise acting hereunder as a Representative. Any such expenses will be borne by the Sellers and may be taken from the proceeds of the Escrow Fund to be performed by delivered to such Sellers. (i) The Representative will not be liable for any expense incurred on behalf of the Representative. Buyer and each Sellers or any of its Affiliates shall be entitled to rely on them in protesting, analyzing, resisting, arbitrating, litigating, negotiating with respect to, or defending any action taken claim made in connection with this Agreement, or for any amounts otherwise expended in acting hereunder. (j) On demand by the Representative, on behalf of any Seller (each, an "Authorized Action"), Sellers will contribute all sums demanded to pay the fees and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason on behalf of the fact he is or was Sellers in acting as hereunder. (k) The Representative will keep the Representative pursuant to the terms Sellers reasonably informed of this Agreement. If the Representative resigns or is otherwise unable or unwilling to serve actions taken by it 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 (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faithacting hereunder.

Representative. Each of the Seller Agreement Parties hereby agrees that J▇▇▇▇ ▇▇▇▇▇▇▇ (the "Representative") is designated by each Seller to serve shall be appointed as the representative Representative and as the attorney-in-fact for and on behalf of such Seller each Stockholder, and is hereby authorized to take any and all actions and make any and all decisions required or permitted to be taken by him under this Agreement or any Ancillary Agreement to which any Stockholder is a party, including the exercise of the power to (a) resolve any Disputed Items with respect to the matters expressly set forth Final Closing Statement (b) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (c) resolve any indemnification claims, and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the other terms, conditions and limitations of this Agreement Agreement, the Ancillary Agreements and any transactions contemplated herein and therein. Accordingly, the Representative has the authority and power to be performed by the Representative. Buyer and each of its Affiliates shall be entitled to rely on any action taken by the Representative, act on behalf of each Stockholder with respect to this Agreement or any Seller (each, an "Authorized Action"), and each Authorized Action shall Ancillary Agreement to which any Stockholder is a party. Each Stockholder will be binding on each Seller as fully as if such Seller had bound by all actions taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, this Agreement and Parent shall only be required to acknowledge or proceeding act upon a written communication signed by the Representative. Such agency may be changed with respect to which the Representative is made a party by reason the majority of the fact he is Stockholders represented thereby; provided, however, that the Representative may not be removed unless any such majority agrees to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, the Representative may resign at any time by providing written notice of intent to resign to each Stockholder, which resignation shall be effective upon the earlier of (i) thirty (30) calendar days following delivery of such written notice or was acting (ii) the appointment of a successor by the relevant majority. No bond shall be required of the Representative and the Representative shall not receive any compensation for its services. The Representative shall not be liable to the Stockholders for any act done or omitted hereunder as the Representative pursuant to while acting in good faith and in the terms exercise of reasonable judgment, even if such act or omission constitutes negligence on the part of the Representative. The Representative shall only have the duties expressly stated in this AgreementAgreement and shall have no other duty, express or implied. If The Representative may engage attorneys, accountants and other professionals and experts and pay for such services out of the Reserve Amount. The Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Representative resigns based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. The Stockholders shall jointly and severally indemnify the Representative and hold the Representative harmless against any loss, liability or is otherwise unable or unwilling to serve in such capacity, then ▇▇▇▇▇'▇ board expense incurred on the part of directors will appoint a new Person to serve the Representative (so long as the Representative was acting in good faith in connection therewith) and will provide prompt written notice thereof to Buyer. Until such notice is received, Buyer will be entitled to rely on arising out of or in connection with the actions and statements acceptance or administration of the previous Representative. Representative shall have no liability to any Seller (or any beneficial owner ’s duties hereunder, including the reasonable fees and expenses of any Seller) for any actions, or failure to take action, which is undertaken legal counsel retained by Representative in good faiththe Representative.

Representative. (a) 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") is designated by each Seller ), to serve as the representative of each such Seller with respect person to the matters expressly set forth in perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such person and hereby acknowledges that the THL Entities' Representative shall be the 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. Buyer The other parties hereto are and each of its Affiliates shall 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 with full power of substitution for each of them (the "DLJ Entities' Representative, on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of this 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 of each such person to perform all such acts (other than voting of shares of Common Stock) as are required, authorized or contemplated by this Agreement to be performed by such person and hereby acknowledges that the DLJ Entities' Representative shall be the only person authorized to take any action so required, authorized or contemplated by this Agreement by each such person. Each such person hereby authorizes (and will provide prompt written each such Permitted Transferee shall be deemed to have authorized) the other parties hereto to disregard any notice thereof or other action taken by such person pursuant to Buyerthis Agreement except for the DLJ Entities' Representative. Until such notice is received, Buyer The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the actions DLJ Entities' Representative and statements 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 person. A successor to the DLJ Entities' Representative may be chosen by a majority in interest of the previous DLJ Entities' Shareholders, provided that notice thereof is given by the new DLJ Entities' Representative to the Company and to 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 his attorney-in-fact with full power of substitution for each of them (the "Merrill Lynch Entities Representative"), to serve as the 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 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 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 such person pursuant to this Agreement except for the Merrill Lynch Entities Representative. The other parties hereto are an▇ ▇▇▇▇ b▇ ▇▇▇itled to rely on any action so taken or any notice given by the Merrill Lynch Entities Representative and are and will be entitled and ▇▇▇▇▇▇i▇▇▇ ▇o give notices only to the Merrill Lynch Entities Representative for any notice contemplated by t▇▇▇ ▇▇▇e▇▇▇▇▇ to be given to any such person. A successor to the Merrill Lynch Entities Representative may 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 to each other ▇▇▇▇▇▇l ▇▇▇▇h Entity Shareholder. (d) 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 be the 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 no liability authorized) the other parties hereby to disregard any notice or other action taken by such person pursuant to this 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 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 Seller (or any beneficial owner such person. A successor to the Management Representative may be chosen by a majority in interest of any Seller) for any actionsthe Management Shareholders, or failure provided that notice thereof is given by the new Management Representative to take action, which is undertaken by Representative in good faiththe Company and to each other Management Shareholder.

Representative. The Sellers hereby irrevocably designate and appoint ▇▇▇▇▇ ▇▇▇▇▇▇ (the "“Representative"”) as the agent and attorney-in-fact for the Sellers and the Representative is designated by each Seller authorized and empowered to serve act, for and on behalf of any or all of the 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, including, without limitation, to act as the representative of Sellers to review and authorize all set-offs, claims and other payments authorized or directed by this Section 7 and dispute or question the accuracy thereof, to compromise on their behalf with Buyer any claims asserted thereunder and to authorize payments to be made with respect thereto and to take such further actions as are authorized in this Agreement. In the event that the person serving as Representative dies or becomes disabled or resigns (by written notice to the parties), a replacement shall be designated within ten (10) days by those Sellers receiving a majority of the Purchase Price. The Representative shall not be liable, in his capacity as representative of the Sellers, to any Seller and their respective affiliates with respect to any action taken or omitted to be taken by the matters expressly set forth Representative under or in connection with this Agreement to be performed by in his capacity as representative of the Sellers unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the part of the Representative. The Sellers acknowledge and 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 willingness of Buyer and each to enter into this Agreement is based, in part, on the appointment of its Affiliates shall be entitled a representative to rely on any action taken by the Representative, act on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of this 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 (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faithSellers.

Representative. ▇▇▇ ▇▇▇▇▇ Each Seller hereby (and each other Seller Party pursuant to the "Representative"Required Documentation shall thereby) appoints the Representative for and on behalf of the Seller Parties to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to authorize and agree to adjustments to the Buyer Shares, the Cash Consideration, the Option Consideration, the Warrant Shares, the Earnout Shares and the Earnout Funds under Article 1 and other 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 designated by 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 Seller to serve as the representative of such Seller with respect to (or such other Seller Party), and any such action, decision or determination so made or taken shall be deemed the matters expressly set forth in this Agreement 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 performed by given to any Seller Party hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Representative. Buyer and each of its Affiliates The Representative shall be entitled authorized to rely on any action taken by the Representative, take all actions on behalf of any the Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative Parties in connection with any action, suit, claims made under Articles 6 or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms 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. If The Representative may resign at any time upon 20 days prior notice. In the event the Representative resigns or is otherwise unable or unwilling has given notice of its intent to serve in such capacityresign, then ▇▇▇▇▇'▇ board the Seller Parties shall promptly (and no later than the effective date of directors will the Representative’s resignation) appoint a new Person to serve as successor Representative, in accordance with the following sentence. The Seller Parties may remove or replace the Representative and will provide prompt by a vote of holders that own a majority of the Company’s capital stock immediately prior to Closing upon not less than ten (10) Business Days’ prior written notice thereof to Buyer. Until such notice is received, Buyer No bond will be entitled to rely on the actions and statements required of the previous Representative. Notices or communications to or from the Representative shall have no liability will constitute notice to any or from each of the Seller (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faithParties.

Representative. (a) 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇, as his attorney-in-fact with full power of substitution for each of 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 the THL Entities' Representative shall be the 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' Representative 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 with full power of substitution for each of them (the "DLJ Entities' Representative"), to serve as the representative of each such person to perform all such acts (other than voting of shares of Common Stock) as are required, authorized or contemplated by this Agreement to be performed by such person and hereby acknowledges that the DLJ Entities' Representative shall be the only person authorized to take any action so required, authorized 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 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 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 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 each other DLJ Entity Shareholder. (c) Each ▇▇▇▇▇▇▇ ▇▇▇▇▇ Entities hereby designates and appoints (and each Permitted Transferee of each such ▇▇▇▇▇▇▇ ▇▇▇▇▇ Entities is hereby deemed to have so designated and appointed) KECALP Inc., as his attorney-in-fact with full power of substitution for each of them (the "▇▇▇▇▇▇▇ ▇▇▇▇▇ Entities Representative") is designated by each Seller ), to serve as the representative of each such Seller with respect person to the matters expressly set forth in perform all such acts as are required, authorized or contemplated by this Agreement to be performed by such person and hereby acknowledges that the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Entities Representative shall be the 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 hereby to disregard any notice or other action taken by such person pursuant to this Agreement except for the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Entities Representative. Buyer The other parties hereto are and each of its Affiliates shall will be entitled to rely on any action so taken or any notice given by the Representative, on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of this Agreement. If the Representative resigns or is otherwise unable or unwilling to serve in such capacity, then ▇▇▇▇▇'▇▇ board ▇▇▇▇▇ Entities Representative and are and will be entitled and authorized to give notices only to the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Entities Representative for any notice contemplated by this Agreement to be given to any such person. A successor to the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Entities Representative may be chosen by a majority in interest of directors will appoint a the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Entities' Shareholders, provided that notice thereof is given by the new Person ▇▇▇▇▇▇▇ ▇▇▇▇▇ Entities Representative to the Company and to each other ▇▇▇▇▇▇▇ ▇▇▇▇▇ Entity Shareholder. (d) Each Management Shareholder hereby designates and appoints (and each Permitted Transferee of each such Management Shareholder is hereby deemed to have so designated and appointed) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as his attorney-in-fact with full power of substitution for each of them (the "Management 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 the Management Representative shall be the 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 will provide prompt written 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 thereof or other action taken by such person pursuant to Buyerthis Agreement except for the Management Representative. Until such notice is received, Buyer The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the actions Management Representative and statements 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 previous Representative. Management Shareholders, provided that notice thereof is given by the new Management Representative shall have no liability to any Seller (or any beneficial owner of any Seller) for any actions, or failure the Company and to take action, which is undertaken by Representative in good faitheach other Management Shareholder.

Representative. ▇▇▇ ▇▇▇▇▇ (a) By executing this Agreement, each of the "Representative") is designated by each Seller TRA Parties shall be deemed to serve have irrevocably appointed the Representative as its agent and attorney in fact with full power of substitution to act from and after the representative date hereof and to do any and all things and execute any and all documents on behalf of such Seller with respect TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) except to the matters expressly set forth extent provided in this Agreement Agreement, receipt and forwarding of notices and communications pursuant to this Agreement; (iv) administration of the provisions of this Agreement; (v) any and all consents, waivers, amendments or modifications deemed by the Representative to be performed by necessary or appropriate under this Agreement and the Representative. Buyer execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vii) negotiating and each of its Affiliates shall be entitled to rely on any action taken by the Representativecompromising, on behalf of such TRA Parties, any Seller (each, an "Authorized Action")dispute that may arise under, and each Authorized Action shall be binding exercising or refraining from exercising any remedies available under, this Agreement and executing, on each Seller as fully as if behalf of such Seller had taken TRA Parties, any settlement agreement, release or other document with respect to such Authorized Action. Buyer agrees that the Representativedispute or remedy; and (viii) engaging attorneys, as the Representativeaccountants, shall have no liability to Buyer for any Authorized Action, except to the extent that agents or consultants on behalf of 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative TRA Parties in connection with this Agreement and paying any actionfees related thereto on behalf of such TRA Parties, suit, or proceeding subject to which the reimbursement by such TRA Parties. (b) If any Representative is made a party unable, as determined by reason of the fact he is or was acting as the Representative pursuant to the terms of this Agreement. If the Representative resigns or is otherwise unable or unwilling to serve PubCo in such capacityits reasonable discretion, 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 receivedor resigns as the Representative, Buyer will a successor Representative shall be entitled to rely on appointed by the actions and statements TRA Parties who held (or whose predecessors held), as of the previous Representativedate of the consummation of the IPO, the 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 be bound by all of the provisions of this Agreement applicable to the Representative and shall have no liability to any Seller (or any beneficial owner all of any Seller) for any actionsthe power, or failure to take actionauthority, which is undertaken rights and privileges conferred by Representative in good faiththis Agreement upon the original Representative.

Representative. ▇▇▇ ▇▇▇▇▇ (a) In order to efficiently administer the "transactions contemplated hereby, 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 Buyer pursuant to this Agreement, the Sellers hereby designate the Representative as their representative, attorney-in-fact and agent. (b) The Sellers hereby authorize the Representative (i) to make all decisions relating to the determination of the Final Closing Adjustment and the Adjusted Purchase Price pursuant to Section 1.4, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and the Sellers to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Sellers may be required to indemnify the Buyer pursuant to Article VII hereof, (iii) to give and receive all notices required to be given under the Agreement and (iv) to take any and all additional action as is contemplated to be taken by or on behalf of the Sellers by the terms of this Agreement, including the amendment hereof, and/or the Escrow Agreement. (c) 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 initially chosen by the Sellers, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) A decision, act, consent, instruction or action of the Representative", including any agreement between the Representative and the 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 Buyer and the Escrow Agent are hereby relieved from any liability to any Seller for any acts done by them in accordance with such decision, act, consent, instruction or action of the Representative. (e) is designated by By his, her or its execution of this Agreement, each Seller agrees that: (i) the Buyer shall be able to serve rely conclusively on the instructions and decisions of the Representative as the representative of such Seller with respect to the matters expressly set forth in this Agreement 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 actions required or permitted to be performed taken by the Representative. Representative hereunder, and no party shall have any cause of action against the Buyer and each of its Affiliates shall be entitled to rely on for any action taken by the Buyer in 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, on behalf 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; (eachiv) remedies available at Law for any breach of the provisions 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 "Authorized Action"), and each Authorized Action action to enforce the provisions of this Section 1.7; and (v) the provisions of this Section 1.7 shall be binding on upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Seller, and any references in this Agreement to a Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that or the Representative, as Sellers shall mean and include the Representative, shall have no liability to Buyer for any Authorized Action, except successors 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 against all expenses (including reasonable attorneys' fees)Seller’s rights hereunder, 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 Representative is made a party by reason of the fact he is or was acting as the Representative whether pursuant to testamentary disposition, the terms Laws of this Agreement. If the Representative resigns descent and distribution 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 (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faithotherwise.

Representative. Mr. ▇▇▇▇ ▇▇▇▇▇ ll, by virtue of the Merger and the resolutions to be adopted by the Shareholders, be irrevocably appointed attorney-in-fact and authorized and empowered to act, for and on behalf of any or all of the Shareholders (with full power of substitution in the "Representative"premises) is designated by each Seller in connection with the indemnity provisions of Article 11 as they relate to serve 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 including, without limitation, to act as the representative of such Seller Shareholders to review and authorize all set-offs, claims and other payments authorized or directed by the -------------------------------------------------------------------------------- * Portions of this Exhibit have been deleted and filed separately with the Securities and Exchange Commission pursuant to the Company's request for confidential treatment pursuant to Rule 24b-2 promulgated under the Securities Exchange Act. Escrow Agreement and dispute or question the accuracy thereof, to compromise on their behalf with Jabil any claims asserted thereunder and to authorize payments to be made with respect thereto and to take such further actions as are authorized in this Agreement (the above named representative, as well as any subsequent representative of such Shareholders appointed by him or, after his death or incapacity, elected by vote of holders of a majority of the Jabil Shares received by such Shareholders pursuant to the Merger, being referred to herein as the "Representative"). The Representative shall not be liable, in his capacity as representative of such Shareholders, to any of the Shareholders and their respective affiliates or any other person with respect to any action taken or omitted to be taken by the matters expressly set forth Representative under or in connection with this Agreement to be performed by or the Escrow Agreement in his capacity as representative of such Shareholders unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the part of the Representative. Buyer Jabil and the Surviving Corporation and each of its Affiliates their respective affiliates shall be entitled to rely on any action taken by the Representative, on behalf of any Seller (each, an "Authorized Action"), such appointment and each Authorized Action shall be binding on each Seller as fully as if treat such Seller had taken such Authorized Action. Buyer agrees that the Representative, 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 duly appointed attorney-in-fact of a court of competent jurisdiction to have constituted fraudeach Shareholder. Sellers shall jointly and severally indemnify and hold harmless the Representative against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid Each Shareholder who votes in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason favor of the fact he is or was acting as the Representative 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 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 enter into this Agreement. If the Representative resigns or Agreement is otherwise unable or unwilling to serve based, in such capacitypart, 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 appointment of a representative to act on behalf of the previous Representative. Representative shall have no liability to any Seller (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faithShareholders.

Representative. ▇▇▇ ▇▇▇▇▇ (a) The Representative shall have full power and authority to represent all of the "Representative") is designated by each Seller to serve as the representative of such Seller Shareholders and their successors with respect to the all matters expressly set forth in arising under this Escrow Agreement to be performed by the Representative. Buyer and each of its Affiliates shall be entitled to rely on any action all actions taken by the RepresentativeRepresentative hereunder shall be binding upon all such Shareholders and their successors as if expressly confirmed and ratified in writing by each of them. Without limiting the generality of the foregoing, the Representative shall have full power and authority to interpret all the terms and provisions of this Escrow Agreement and to consent to any amendment hereof on behalf of all such Shareholders and such successors and to execute any stock powers relating to any of the Escrowed Shares as attorneys in fact on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action of the Shareholders. All action to be taken by the Representative hereunder shall be binding on each Seller as fully as if taken by or at its written direction or pursuant to such Seller had taken such Authorized Action. Buyer agrees that the Representative, other method as the Representative, by written notice to Category 5 and the Escrow Agent, shall designate. Notwithstanding the foregoing, each Shareholder shall have no liability the right to Buyer for exercise any Authorized Actionvoting rights appertaining to any of the Escrow Shares in proportion to the Proportionate Stock Interest of such Shareholder and shall receive all dividends declared and paid by Category 5 appertaining to the Escrow Shares in proportion to the Proportionate Stock Interest of such Shareholder. The Representative shall direct the Escrow Agent in writing as to the exercise of any voting rights by the Shareholders, and the Escrow Agent shall comply with any such directions of the Representative. In the absence of such directions, the Escrow Agent shall not vote any of the Escrow Shares. (b) The Representative may act upon any instrument or other writing believed by such Representative in good faith to be genuine and to be signed or presented by the proper person and shall not be liable in connection with the performance by its duties pursuant to the provisions of this Escrow Agreement, except to for its own willful default or gross negligence. The Representative shall be, and hereby is, indemnified and held harmless by the extent that such Authorized Action is found by a final order of a court of competent jurisdiction to have constituted fraud. Sellers shall Shareholders jointly and severally indemnify from all losses, costs and hold harmless the Representative against all expenses (expenses, including reasonable attorneys' counsel fees), judgments, fines, and amounts paid in settlement actually and reasonably that may be incurred by the Representative as a result of such Representative's involvement in connection with any actionarbitration or litigation arising from performance of its duties hereunder, suit, provided that such arbitration or proceeding to which litigation shall not result from any action taken or omitted by the Representative is made as a party by reason result of its willful default or gross negligence. Notwithstanding the joint and several obligation of the fact he is or was acting as the Representative pursuant shareholders to the terms Representative, the Shareholders agree among themselves that if any Shareholder pays more than its Proportionate Stock Interest share of this Agreement. If such indemnity obligation, any Shareholder who paid less than its Proportionate Stock Interest share shall promptly reimburse that Shareholder up to an amount equal to the difference between such deficient Shareholder's Proportionate Stock Interest and the amount that the deficient Shareholder has paid. (c) 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 shall not be entitled to rely on compensation for services rendered hereunder. (d) The Representative, or any successor to the actions Representative hereafter appointed, may resign and statements shall be discharged of such Representative's duties hereunder at any time for any reason or no reason upon written notice to Category 5 and each of the previous RepresentativeShareholders. In case of the resignation, death or inability to act, a successor shall, within 10 days of such event, be named by the Shareholders representing more than 50 percent in interest of the Escrow Shares. Each successor Representative shall have no liability all the power, authority, rights and privileges hereby conferred upon the original Representative, and the term "Representative" as used herein shall be deemed to any Seller (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faithinclude each such successor Representative.

Representative. (a) By execution and delivery of this Agreement, each of the Stockholders hereby appoints and designates ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as his or her representative (the "Representative") is designated to act on behalf of each such Stockholder in connection with the transactions contemplated by each Seller to serve as the representative of such Seller with respect to the matters expressly set forth in this Agreement and hereby designates and appoints the Representative as attorney-in-fact to take such actions and execute such documents on behalf of each such Stockholder as may be performed by required hereunder, including, without limitation, the Representative. Buyer and each following: (i) any amendment or modification to or waiver of its Affiliates shall this Agreement as may be entitled to rely on any action taken by necessary or appropriate in the view of the Representative, on behalf 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 Stockholders under this Agreement and distribute such payments as appropriate to the Stockholders; and (iv) any and all actions required to be taken by such Stockholders in connection with any claim for indemnity pursuant to the provisions of Section 9, 10 or 11 of this Agreement or any other claim made by the La Salle Partnerships pursuant to the provisions of this Agreement. (b) It is acknowledged by the Stockholders appointing the Representative that the designation of the Representative as attorney-in-fact is coupled with an interest and is therefore irrevocable and binding upon such Stockholders notwithstanding the death, incapacity or dissolution of any Seller (eachsuch Stockholder. If any such event shall occur prior to the completion of the transactions contemplated by this Agreement, an "Authorized Action")the Representative is, and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. Buyer agrees that the Representativenevertheless, as the Representative, shall have no liability to Buyer for any Authorized Action, except 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 Authorized Action is found by a final order of a court of competent jurisdiction event had not occurred. The La Salle Partnerships are entitled to have constituted fraud. Sellers shall jointly and severally indemnify and hold harmless the Representative against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by deal solely with the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to the terms of this 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 Agreement and will provide prompt written notice thereof to Buyer. Until such notice is received, Buyer will be are entitled to rely upon the provisions hereof and the authority granted to the Representative to act on the actions and statements behalf of the previous Representative. Representative shall have no liability to any Seller (or any beneficial owner of any Seller) for any actions, or failure to take action, which is undertaken by Representative in good faithStockholders named herein.

Representative. Each of the Principals and WWG hereby appoints ▇▇▇ ▇▇▇▇▇ as his or its exclusive agent and attorney-in-fact (the "Representative") is designated by each Seller (i) to serve as the representative of such Seller give and receive notices and communications with respect to the matters expressly set forth in provisions of this Agreement Agreement, (ii) to be performed by the Representative. Buyer and each of its Affiliates shall be entitled to rely on any action taken by the Representative, on behalf of any Seller (each, an "Authorized Action"), and each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. 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 against all expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Representative in connection with any action, suit, or proceeding to which the Representative is made a party by reason of the fact he is or was acting as the Representative pursuant to amend the terms of this Agreement. If , (iii) to agree to, negotiate, enter into settlements or compromises of matters arising under the provisions of this Agreement, and (iv) to take any and all actions necessary or appropriate in the judgment of 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 taken on the actions and statements behalf of the previous RepresentativePrincipals 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 Principals shall promptly appoint a successor Representative who shall thereafter be the successor Representative hereunder and the Representative shall serve until such successor is duly appointed and qualified to act hereunder. The Principals and WWG hereby agree that the Representative shall not have any liability to the Company or any Seller Subsidiary for any action he takes or omits to take hereunder (or under any beneficial owner agreement or instrument referred to herein) in his capacity as Representative, unless such action or omission constitutes bad faith or willful misconduct by the Representative. Notices or communications to or from the 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 Representative 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 Purchaser may rely upon any Seller) for any actionsdecision, act, consent or failure to take actioninstruction of the Representative as being the decision, which is undertaken by Representative in good faithact, consent or instruction of WWG and each and every Principal.