Common use of Representative Clause in Contracts

Representative. (a) Effective upon the receipt by the Company of the Requisite Stockholder Approval, by the approval of this Agreement, each Stockholder hereby irrevocably constitutes and appoints the Representative as the true and lawful agent and attorney-in-fact of the Stockholders, for and on behalf of the Stockholders, with full power of substitution and authority to act in the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Agreement, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to give and receive notices and communications on behalf of the Stockholders, and to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process in connection with any claims under this Agreement.

Representative. (a) Effective upon the receipt by the Company of the Requisite Stockholder Approval, by the approval For purposes of this Agreement, each Stockholder hereby irrevocably constitutes the Escrowed Holders, by virtue of the approval of the Mergers and appoints this Agreement and without any further action on the Representative part of any such Escrowed Holder or the Company, shall be deemed to have consented to the appointment of the Representative, as the true and lawful exclusive agent and attorney-in-fact of under this Agreement, the StockholdersPaying Agent Agreement, and the Escrow Agreement for and on behalf of each such Escrowed Holder and the Stockholders, with full power taking by Representative of substitution any and authority all actions and the making of any decisions required or permitted to act in be taken by the name, place Representative under and stead of the Stockholders with respect subject to the Merger terms, conditions and the transactions contemplated by limitations, of this Agreement, the Paying Agent Agreement, and the Escrow Agreement, including the exercise of the power to act (a) prepare, execute and deliver this Agreement and the Transaction Documents to which it is a party, any document, certificate or other instrument required to be delivered by or on behalf of the Stockholders in Escrowed Holders and any litigation or arbitration involving this Agreementamendments hereto and thereto, (b) authorize delivery to give Parent and receive notices and communications on behalf the Surviving Company of the StockholdersEscrow Fund or any 99 portion thereof, and to do or refrain from doing all such further acts and thingsin satisfaction of Indemnification Claims, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (ic) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration of and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, such Indemnification Claims and to otherwise act for the Stockholders pursue remedies and Legal Proceedings in connection with regard to all matters pertaining to indemnification referred to in any alleged breach of this Agreement, (iid) execute resolve any Indemnification Claims, (e) make and deliver all amendmentssettle determinations and calculations with respect to distributions and allocations of the Net Aggregate Consideration and any portion thereof, waiversincluding, Ancillary Agreements, stock powers, certificates the Escrow Fund and documents that the Representative deems Expense Amount, (f) to give and receive notices and communications hereunder, and (g) take all actions necessary in the judgment of Representative for the accomplishment of the foregoing (including engaging counsel, accountants or appropriate other advisors in connection with the consummation foregoing matters) and all of the transactions contemplated by other terms, conditions and limitations of this Agreement, the Paying Agent Agreement, and the Escrow Agreement or that are specifically mandated by the terms of this Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Escrowed Holders, except as expressly provided herein, in the Escrow Agreement and the Paying Agent Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. The powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Escrowed Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Escrowed Holder of the whole or any fraction of his, her or its interest in the Escrow Fund. The Escrowed Holders and their successors will be bound by all actions taken by Representative in connection with this Agreement, the Escrow Agreement, and the Paying Agent Agreement as if expressly confirmed and ratified in writing by the Escrowed Holders, all defenses which may be available to any Escrowed Holder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement, or the Paying Agent Agreement are waived, and Parent and the Surviving Company shall be entitled to rely on any action or decision of Representative.. Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”), will incur liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it 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 in connection with the acceptance or administration of the Representative’s responsibilities hereunder, under the Escrow Agreement or the Paying Agent Agreement, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement, the Escrow Agreement or the Paying Agent Agreement, Representative may: (i) rely on the advice of counsel, and Representative will not be liable to the Escrowed Holders for anything done, omitted or suffered in good faith by Representative based on such advice, (ii) rely upon the Allocation Schedule, (iii) receive funds rely upon any signature believed by it to be genuine, and make payments (iv) reasonably assume that a signatory has proper authorization to sign on behalf of funds to pay any amounts that the applicable Escrowed Holder or other party. The Escrowed Holders shall, severally and not jointly, based on their Indemnity Pro Rata Share, indemnify, defend and hold harmless the Representative has incurred or reasonably expects to incur Group and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs, judgments, amounts paid in connection with the Stockholderssettlement and expenses (including reasonable attorneys’ obligations under this Agreement, including amounts required to pay the fees and court costs and fees and expenses of professionals incurred counsel and experts and in connection with the transactions contemplated by this Agreement, (iv) do or refrain seeking recovery from doing any further act or deed on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally presentinsurers, and all expenses of document location, duplication and shipment) (v) receive service of process in connection with any claims under this Agreement.collectively,

Representative. (a) Effective upon the receipt and by the Company virtue of the Requisite Required Stockholder ApprovalApproval and his, by her or its acceptance of the approval consideration payable under the terms and conditions of this Agreement, and without any further act of any of the Company Securityholders, each Stockholder Company Securityholder hereby irrevocably constitutes and appoints the Representative as the true and lawful agent and his, her or its attorney-in-fact of the Stockholders, and agent for and on behalf of the Stockholders, such Company Securityholder for purposes of this Agreement and any other agreements and documents executed or delivered in connection with full power of substitution and authority to act in the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Agreement, . The Representative shall take such actions to act be taken by the Representative under this Agreement and any other agreements and documents executed or delivered in connection with this Agreement and such other actions on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to give and receive notices and communications on behalf of the Stockholders, and to do or refrain from doing all such further acts and things, and to execute all such documents Company Securityholder as the Representative shall it may deem necessary or appropriate in connection with or to consummate the transactions contemplated by this Agreementhereby or thereby, including the power to including, without limitation, (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders accepting service of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for process on the Stockholders with regard to all matters pertaining to indemnification referred to in this AgreementCompany Securityholders, (ii) execute executing and deliver all delivering this Agreement, and any other ancillary documents and negotiating and executing such amendments, waiversmodifications, Ancillary Agreementswaivers or changes thereto as to which the Representative, stock powersin its sole discretion, certificates shall have consented (provided that any waiver or amendment that shall adversely and documents that disproportionately affect the Representative deems rights or obligations of any Company Securityholder as compared to other Company Securityholders shall require the prior written consent of such Company Securityholder), (iii) receiving or providing notices on behalf of the Company Securityholders with respect to any matter or Actions arising out of or relating to this Agreement, or the transactions contemplated hereby, (iv) taking all actions and making all filings on behalf of such Company Securityholders with any Governmental Authority or other Person necessary or appropriate in connection with to effect the consummation of the transactions contemplated by this Agreement, (iiiv) receive funds agreeing to, negotiating, entering into settlements and make payments compromises of, complying with orders of funds to pay courts with respect to, and otherwise administering and handling any amounts that the Representative has incurred or reasonably expects to incur claims under this Agreement on behalf of such Company Securityholders, (vi) interpreting all terms of this Agreement; (vii) instituting, prosecuting and/or defending lawsuits; (viii) in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf of the Stockholders foregoing actions, engaging and hiring accountants, auditors, appraisers, legal counsel and other legal and financial experts as may be necessary and appropriate properly to discharge the Representative’s duties and obligations hereunder and (ix) taking all other actions that the Representative deems are either necessary or appropriate in his sole discretion relating to the subject matter judgment of the Representative for the accomplishment of the foregoing or contemplated by the terms of this Agreement. The Representative hereby accepts such appointment. The appointment of the Representative as each Company Securityholder’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person to represent such Company Securityholder with regard to this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process any other agreements or documents executed or delivered in connection with this Agreement. The Representative is the sole and exclusive representative of each of the Company Securityholders for any claims purpose provided for by this Agreement. Representative shall be bound by the same confidentiality restrictions binding Company pursuant to Section 5.7 provided, however, that the Representative shall use commercially reasonable efforts based on contact information available to the Representative to keep the Company Securityholders reasonably informed with respect to actions of Representative pursuant to the authority granted Representative under this AgreementAgreement which actions have a material impact on the amounts payable to the Company Securityholders. Each Company Securityholder shall promptly provide written notice to the Representative of any change of address of such Company Securityholder.

Representative. (a) At the Effective upon Time, Xxxxx X. Xxxxxxxx will be constituted and appointed as the receipt Representative, and the Representative hereby accepts such appointment. Each Indemnifying Securityholder and Indemnifying Founders, by the Company virtue of its adoption of this Agreement and approval of the Requisite Stockholder ApprovalMerger, by the approval of this Agreement, each Stockholder hereby irrevocably constitutes will be deemed to have appointed and appoints constituted the Representative as the their agent and true and lawful agent and attorney-in-fact with the powers and authority as set forth in this Agreement. All such actions of the Stockholders, Representative taken in accordance with this Section 7.16 shall be deemed to be facts ascertainable outside the merger agreement and shall be binding on the Indemnifying Securityholders. The Representative will be the exclusive agent for and on behalf of the Stockholders, with full power of substitution Indemnifying Securityholders and authority Indemnifying Founders to act in (1) enter into the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Escrow Agreement, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to ; (2) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Person) and/or the Stockholders, and Escrow Agent relating to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, the Escrow Agreement or any of the other documents contemplated by the Transactions; (3) authorize deliveries to Parent of cash or other property from the Escrow Funds and legally bind each Indemnifying Securityholder to pay cash directly to Parent in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including the power by not objecting to such claims); (i4) object to such claims in accordance with Section 7.6 and Section 7.13; (5) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators Orders with respect to claims for indemnificationto, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to such claims; (6) take all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems actions necessary or appropriate in connection with the consummation judgment of the transactions contemplated by Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance; (7) subject to Section 6.3, execute for and on behalf of each Indemnifying Securityholder and Indemnifying Founder any amendment to this Agreement, the Escrow Agreement or any exhibit, annex or schedule hereto or thereto (iiiincluding for the purpose of amending addresses or sharing percentages), (8) enter into any waiver or extension pursuant to Section 6.4 and (9) receive funds and make payments cause to be paid to the Indemnifying Securityholders any balance of funds to pay any amounts that the Representative has Fund Amount not used in accordance with the terms of the Escrow Agreement. The Representative will be the sole and exclusive means of asserting or addressing any of the above on behalf of the Indemnifying Securityholders and Indemnifying Founders, and no Indemnifying Securityholder or Indemnifying Founder 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. 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 Indemnifying Securityholder or Indemnifying Founder or by operation of Law, whether by the death or incapacity of any Indemnifying Securityholder or Indemnifying Founder or the occurrence of any other event, and any action taken by the Representative will be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not any Indemnifying Securityholder, Indemnifying Founder or the Representative will have received any notice thereof. All reasonable and documented expenses, if any, incurred or reasonably expects to incur by the Representative in connection with the Stockholders’ obligations under this Agreementperformance of his, including amounts required her or its duties as the Representative in connection with General Liability Claims will be borne and paid by the Indemnifying Securityholders according to pay their Aggregate Escrow Funding Percentage (the fees and expenses of professionals “General Representative Expenses”). All reasonable expenses, if any, incurred by the Representative in connection with the transactions contemplated by this Agreementperformance of his, (iv) do her or refrain from doing any further act or deed on behalf of the Stockholders that its duties as the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process in connection with Litigation Liability Claims will be borne and paid by the Indemnifying Founders according to their Unit Litigation Funding Percentage (the “Litigation Representative Expenses”). The Representative will have the right to recover General Representative Expenses from the Representative Fund as such General Representative Expenses are incurred. Following the termination of the General Escrow Claim Period, the resolution of all General Liability Claims and the satisfaction of all claims made by Indemnified Parties for Losses, the Representative will have the right to recover General Representative Expenses from the General Escrow Fund, if and only if no amounts are then remaining in the Representative Fund, prior to any distribution to the Indemnifying Securityholders, and prior to any such distribution, will deliver to the Escrow Agent a certificate setting forth the General Representative Expenses actually incurred with respect to General Liability Claims; provided, however, that no such expenses shall be recovered from the cash then on deposit in the General Escrow Fund attributable to an Indemnifying Securityholder who does not give their prior written consent to such reimbursement. Following the termination of the Litigation Escrow Claim Period, the resolution of all Litigation Liability Claims and the satisfaction of all claims under this Agreementmade by Indemnified Parties for Losses, the Representative will have the right to recover Litigation Representative Expenses from the Litigation Escrow Fund prior to any distribution to the Indemnifying Founders, and prior to any such distribution, will deliver to the Escrow Agent a certificate setting forth the Litigation Representative Expenses actually incurred with respect to Litigation Liability Claims. In the event that neither the Representative Fund nor the Litigation Escrow Fund are available to reimburse the Representative for Litigation Representative Expenses, the Indemnifying Founders shall indemnify the Representative according to their Aggregate Litigation Funding Percentage for such expenses. No bond will be required of the Representative, and the Representative will not receive any compensation for the Representative’s services. Notices or communications to or from the Representative will constitute notice to or from each of the Indemnifying Securityholders or Indemnifying Founders, as applicable.

Representative. (a) Effective upon the receipt by the Company By virtue of the Requisite Stockholder Approval, by the approval and adoption of this Agreement, the Transaction Merger and the transactions contemplated hereby by the requisite consent of the holders of shares of Company Common Stock, each Stockholder hereby of the Stockholders shall be deemed to have irrevocably constitutes authorized, directed and appoints appointed Wayzata Opportunities Fund II, L.P. (the Representative “Representative”) as the true and lawful agent and its agent, proxy, attorney-in-fact and representative for such Stockholder under this Agreement and all of the Stockholders, for and other Transaction Documents to take such action on behalf of such Stockholder, and to exercise such rights, powers and authority, as are authorized, delegated and granted to the Stockholders, with full power of substitution and authority Representative pursuant to act in the name, place and stead this Agreement or any of the Stockholders other Transaction Documents, or as the Representative shall deem necessary, appropriate, advisable or desirable in connection with respect to the Merger and any of the transactions contemplated by this Agreement, to act on behalf Agreement or any of the Stockholders in any litigation or arbitration involving this Agreementother Transaction Documents, to give and receive notices and communications on behalf of the Stockholdersincluding, and to do or refrain from doing all such further acts and thingswithout limitation, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) execute and deliver all amendments and waivers to agree to, negotiate, enter into settlements this Agreement and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer the other Transaction Documents that the Representative deems necessary or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreementappropriate, (ii) execute and deliver all amendments, other amendments and waivers, Ancillary Agreementsancillary agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive funds and funds, make payments of funds funds, and give receipts for funds, (iv) make disputes regarding, and to pay any amounts that agree to, adjustments to the Representative has incurred or reasonably expects Merger Consideration, (v) engage and retain advisors and consultants with respect to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement and the other Transaction Documents or any disputes or other controversies arising out of any thereof or the subject matter thereof, (vi) act on behalf of the Stockholders and/or the Optionholders in any litigation, arbitration or other proceeding involving this Agreement or any other Transaction Document (including any proceeding to enforce this Agreement), (vii) act for the Stockholders and/or the Optionholders with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise or settle any indemnity claim and to transact matters of litigation, (ivviii) deal with the Administrative Expense Account in accordance with Section 1.15, (ix) distribute any portion of the Administrative Expense Amount to the Exchange Agent (for further distribution to the Stockholders (other than the Specified Stockholders)), to the Specified Stockholders, and to the Surviving Company (for further distribution to the Participating Optionholders and the Bonus Payment Recipients), (x) determine whether the conditions to Closing set forth in Article VI have been satisfied and supervise the Closing, including the right to waive any condition, as determined by the Representative in its sole discretion, (xi) terminate this Agreement pursuant to Article VIII, (xii) elect, on behalf of the Stockholders and/or Participating Optionholders, in connection with any distribution of the Indemnity Escrow Fund from the Indemnity Escrow Account to Holdco or any of the other Parent Indemnified Parties in accordance with the terms of the Indemnity Escrow Agreement, to substitute any amount of Indemnity Escrow Shares to be so distributed by the Escrow Agent with cash (any such cash, “Substituted Cash”), including cash from the Administrative Expense Account and (xiii) do or refrain from doing any further act or deed on behalf of the Stockholders and/or the Optionholders that the Representative deems necessary necessary, appropriate, advisable or appropriate desirable in his its sole discretion relating to the subject matter of this Agreement or any of the other Transaction Documents as fully and completely as the Stockholders and/or the Optionholders could do if personally present, and (v) receive service of process in connection with any claims under this Agreement.

Representative. (a) Effective upon the receipt by the Company of the Requisite Stockholder Approval, by the approval of this Agreement, each Stockholder hereby irrevocably constitutes and Each Indemnitor appoints the Representative Xxxxxxx Xxxx PLLC as the true and lawful agent and attorney-in-fact of the Stockholders, for and on behalf of the StockholdersRepresentative, with full power of substitution and re-substitution, and in such capacity to serve as the Indemnitor’s agent and true and lawful attorney-in-fact with the powers and authority to act as set forth in the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Agreement, to act and the Representative hereby accepts such appointment. The Representative shall be the exclusive agent for and on behalf of the Stockholders in any litigation or arbitration involving this Agreement, Indemnitors to (1) give and receive notices and communications on behalf to or from Purchaser relating to this Agreement or any of the Stockholdersother Transactions, and to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate other than in connection with the transactions contemplated Direct Securityholder Claims; (2) authorize deliveries to Purchaser of cash or Consideration Shares and legally bind each Indemnitor to pay cash or Consideration Shares directly to Purchaser in satisfaction of claims asserted by this AgreementPurchaser (including by not objecting to such claims), including the power other than in connection with Direct Securityholder Claims; (3) object to such claims in accordance with Section 7.7 (iThird Party Claims) to other than in connection with Direct Securityholder Claims; (4) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators Orders with respect to claims for indemnificationto, to authorize deliver to Buyer or any Indemnified Party of any payment hereundersuch claims, and to otherwise act for the Stockholders other than in connection with regard to Direct Securityholder Claims; (5) take all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems actions necessary or appropriate in connection with the consummation judgment of the transactions contemplated by this AgreementRepresentative for the accomplishment of the foregoing, (iii) receive funds and make payments in each case without having to seek or obtain the consent of funds to pay any amounts that the Representative has incurred or reasonably expects to incur Person under any circumstance, other than in connection with the Stockholders’ obligations under this AgreementDirect Securityholder Claims; (6) subject to Section 6.1 (Amendment), including amounts required to pay the fees execute for and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf of each Indemnitor any amendment to this Agreement or any exhibit, annex or schedule hereto (including for the Stockholders that purpose of amending information contained in the Preliminary Spreadsheet and/or Final Spreadsheet); and (7) subject to Section 6.2 (Extension; Waiver), execute for and on behalf of each Indemnitor any waiver or extension to this Agreement. The Representative shall be 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. 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 deems necessary will be as valid as if such death, incapacity or appropriate in his sole discretion relating to other event had not occurred, regardless of whether or not any Indemnitor or the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process in connection with Representative will have received any claims under this Agreementnotice thereof.

Representative. (a) Effective upon By virtue of the receipt Company Required Stockholder Consent, this Agreement and the transactions contemplated hereby by the Company Stockholders, each of the Requisite Stockholder Approval, by Company Stockholders shall be deemed to have agreed to appoint Hxxxxx Xxxxxxxxx (the approval of this Agreement, each Stockholder hereby irrevocably constitutes and appoints the Representative “Representative”) as the true and lawful its agent and attorney-in-fact of fact, as the Stockholders, Representative for and on behalf of the Stockholders, with full power of substitution and authority to act in the name, place and stead of the Company Stockholders with respect to the Merger and the transactions contemplated by this Agreement, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to give and receive notices and communications on behalf communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of the Stockholdersclaims by such Indemnified Party pursuant to Section 7.2(a), and to do or refrain from doing all object to such further acts and thingspayments, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnificationsuch claims, to authorize deliver to Buyer or 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 of against any payment hereunderCompany Stockholder or by any such Company Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, and to otherwise act for the Stockholders with regard to take all matters pertaining to indemnification referred to in this Agreement, other actions that are either (iii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation judgment of the transactions contemplated Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. The identity of the Representative may be changed by the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Purchaser; provided, (iii) receive funds and make payments of funds to pay any amounts however, that the Representative has incurred may not be removed unless holders of at least two-thirds of the interest of the Escrow Fund agrees in writing to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Representative may be filled by the holders of a majority in interest of the Escrow Fund. Notices or reasonably expects communications to incur in connection with or from the Representative shall constitute notice to or from the Company Stockholders’ obligations under this Agreement. A decision, act, consent or instruction of the Representative, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreementan amendment, (iv) do extension or refrain from doing any further act or deed on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter waiver of this Agreement pursuant to Section 8.3 and Section 8.4 hereof, shall constitute a decision of the Company Stockholders and shall be final, binding and conclusive upon the Company Stockholders; and each of the Escrow Agent and Purchaser may rely upon any such decision, act, consent or instruction of the Representative as fully being the decision, act, consent or instruction of the Company Stockholders. Each of the Escrow Agent and completely as Purchaser is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders could do if personally present, and (v) receive service of process in connection with any claims under this AgreementRepresentative.

Representative. (a) Effective upon the receipt by the Company of the Requisite Stockholder Approval, by the approval of By executing this Agreement, each Stockholder hereby of the Members shall be deemed to have irrevocably constitutes constituted and appoints appointed IVP CIF II (PS Splitter), L.P. (in the Representative capacity described in this Section 7.18 and each successor as provided below, the true and lawful “Representative”) as his, her or its agent and attorney-in-attorney in fact of the Stockholders, for and on behalf of the Stockholders, with full power of substitution and authority to act in from and after the namedate hereof and to do any and all things and execute any and all documents on behalf of such Members which may be necessary, place and stead of the Stockholders with respect convenient or appropriate to the Merger and the transactions contemplated by facilitate any matters under this Agreement, to act on behalf including but not limited to: (i) execution of the Stockholders in any litigation or arbitration involving documents and certificates required pursuant to this Agreement, ; (ii) except to give the extent specifically provided in this Agreement receipt and receive forwarding of notices and communications on behalf pursuant to this Agreement; (iv) administration of the Stockholdersprovisions of this Agreement; (v) any and all consents, waivers, amendments or modifications deemed by the Representative, in its sole and absolute discretion, to do be necessary or refrain from doing all such further acts appropriate under this Agreement and things, and to execute all such the execution or delivery of any documents as the Representative shall deem that may be necessary or appropriate in connection with therewith; (vi) amending this Agreement or any of the transactions contemplated by instruments to be delivered to the Corporation pursuant to this Agreement; (vii) taking actions Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (viii) negotiating and compromising, including the power to (i) to agree toon behalf of such Members, negotiate, enter into settlements and compromises ofany dispute that may arise under, and demand arbitration exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and comply with orders executing, on behalf of courts and awards of arbitrators such Members, any settlement agreement, release or other document with respect to claims for indemnificationsuch dispute or remedy; and (ix) engaging attorneys, to authorize deliver to Buyer accountants, agents or any Indemnified Party consultants on behalf of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate such Members in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. The Representative may resign upon 30 days’ written notice to the consummation Corporation. If the Representative is unable or unwilling to so serve, then the Members, as applicable, holding a majority of the transactions contemplated common units owned by this Agreementsuch Members outstanding on the date hereof, (iii) receive funds shall elect a new Representative. All reasonable, documented out-of-pocket costs and make payments of funds to pay any amounts that expenses incurred by the Representative has incurred in its capacity as such shall be promptly reimbursed by the Corporation upon invoice and reasonable support therefor by the Representative. To the fullest extent permitted by law, none of the Representative, any of its Affiliates, or reasonably expects any of the Representative’s or Affiliate’s directors, officers, employees or other agents (each a “Covered Person”) shall be liable, responsible or accountable in damages or otherwise to incur any Member, the LLC or the Corporation for damages arising from any action taken or omitted to be taken by the Representative or any other Person with respect to the LLC or the Corporation, except in connection the case of any action or omission which constitutes, with respect to such Person, willful misconduct or fraud. Each of the Stockholders’ obligations under this AgreementCovered Persons may consult with legal counsel, including amounts required to pay the fees accountants, and expenses of professionals incurred in connection with the transactions contemplated other experts selected by this Agreementit, (iv) do or refrain from doing and any further act or deed omission suffered or taken by it on behalf of the Stockholders LLC or the Corporation or in furtherance of the interests of the LLC or the Corporation in good faith in reliance upon and in accordance with the advice of such counsel, accountants, or other experts shall create a rebuttable presumption of the good faith and due care of such Covered Person with respect to such act or omission; provided that such counsel, accountants, or other experts were selected with reasonable care. Each of the Representative deems necessary or appropriate Covered Persons may rely in his sole discretion relating good faith upon, and shall have no liability to the subject matter of this Agreement as fully LLC, the Corporation or the Members for acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by it to be genuine and completely as to have been signed or presented by the Stockholders could do if personally present, and (v) receive service of process in connection with any claims under this Agreement.proper party or parties. [Signature Page Follows This Page]

Representative. (a) Effective upon Subject to the receipt by the Company terms set forth herein and effective as of the Requisite Stockholder ApprovalClosing, by the approval of this Agreement, each Stockholder Xxxxxx Altro is hereby irrevocably constitutes constituted and appoints appointed as the Representative and as the agent and true and lawful agent and attorney-in-fact for the Sellers, and the Representative hereby accepts such appointment. Each Seller, by virtue of its adoption of this Agreement and approval of the StockholdersTransactions, will be deemed to have appointed and constituted the Representative as its agent and true and lawful attorney-in-fact with the 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 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 Stockholders, with full power of substitution and authority Sellers to act in (1) enter into the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Escrow Agreement, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to ; (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 StockholdersSellers, and no Seller will have any right to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators act on its own behalf with respect to claims for indemnificationany such matters, to authorize deliver to Buyer other than any claim or dispute against the Representative. 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 Indemnified Party Seller or by operation of Law, whether by the death or incapacity of any payment hereunderSeller 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 Seller or the Representative will have received any notice thereof. Each Seller hereby waives any and all defenses which may be available to otherwise act for contest, negate or disaffirm the Stockholders with regard action of the Representative taken in good faith under the Escrow Agreement or pursuant to all matters pertaining to indemnification referred to the authority granted in this Agreement. Notwithstanding the power of attorney granted in this Section 5.15, (ii) execute and deliver all amendmentsno agreement, waiversinstrument, Ancillary Agreementsacknowledgement or other act or document will be ineffective solely by reason of the Sellers having signed such agreement, stock powersinstrument, certificates and documents that acknowledgement or other act or document directly. Any action taken by the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating pursuant to the subject matter of authority granted in this Agreement as fully will be effective and completely as absolutely binding on the Stockholders could do if personally presentSellers 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 (v) receive service of process in connection with adversely impact any claims under this AgreementSeller without such Seller’s prior written consent.

Representative. (a) At the Effective upon Time, Xxxx X. Xxxxxxxx III will be constituted and appointed as the receipt Representative, and the Representative hereby accepts such appointment. Each Indemnifying Securityholder, by the Company virtue of its adoption of this Agreement and approval of the Requisite Stockholder ApprovalMerger, by the approval of this Agreement, each Stockholder hereby irrevocably constitutes will be deemed to have appointed and appoints constituted the Representative as the their agent and true and lawful agent and attorney-in-fact of with the Stockholders, powers and authority as set forth in this Agreement. The Representative will be the exclusive agent for and on behalf of the Stockholders, with full power of substitution and authority Indemnifying Securityholders to act in (1) enter into the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Escrow Agreement, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to ; (2) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Person) and/or the Stockholders, and Escrow Agent relating to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, the Escrow Agreement or any of the other documents contemplated by the Transactions (other than Letters of Transmittal, Non-competition agreements, Offer Letters and any other agreements respecting post-Closing services to Parent or any of its Subsidiaries (including the power Surviving Entity and its Subsidiaries) (collectively, the “Excluded Agreements”), with respect to which the Representative has no authority); (i3) authorize deliveries to Parent of cash or other property from the Escrow Fund and legally bind each Indemnifying Securityholder thereto; (4) object to such claims in accordance with Section 7.6; (5) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators Orders with respect to claims for indemnificationto, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to such claims; (6) take all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems actions necessary or appropriate in connection the judgment of the Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance; (7) subject to Section 6.1, execute for and on behalf of each Indemnifying Securityholder any amendment to this Agreement, the Escrow Agreement or any exhibit, annex or schedule hereto or thereto (including for the purpose of amending addresses), other than any Excluded Agreement; (8) makes adjustments to the Escrow Release Percentages, the Redemption Consideration Percentages or the Representative Fund Release Percentages that the Representative determines in good faith are just and equitable to reflect an appropriate allocation of responsibility for matters for which amounts have been paid out of the Escrow Fund (and Redemption Consideration Offsets) or the Representative Fund (in whole or in party) but for which not all Indemnifying Securityholders are bearing or should bear equal responsibility or to otherwise effect the terms of this Agreement; (9) enter into any waiver or extension pursuant to Section 6.2; (10) cause to be paid to the Indemnifying Securityholders any balance of the Representative Fund Amount not used in accordance with the consummation terms of the transactions contemplated Escrow Agreement; and (11) execute such further instruments of assignment as Parent shall reasonably request. The Representative will be the sole and exclusive means of asserting or addressing any of the above on behalf of the Indemnifying Securityholders, and no Indemnifying Securityholder 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. All decisions and actions by the Representative (to the extent authorized by this Agreement) shall be binding upon all of the Indemnifying Securityholders, (iii) receive funds and make payments no Indemnifying Securityholder shall have the right to object, dissent, protest or otherwise contest the same. This appointment of funds to pay agency and this power of attorney is coupled with an interest and will be irrevocable and will not be terminated by any amounts that Indemnifying Securityholder or by operation of Law, whether by the death or incapacity of any Indemnifying Securityholder or the occurrence of any other event, and any action taken by the Representative has will be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not any Indemnifying Securityholder or the Representative will have received any notice thereof. All expenses, if any, incurred or reasonably expects to incur by the Representative in connection with the Stockholders’ obligations under this Agreementperformance of his, her or its duties as the Representative (including amounts required to pay the fees and expenses of professionals incurred in connection with Liability Claims) will be borne and paid by the transactions contemplated by this Agreement, Indemnifying Securityholders according to their respective Indemnification Percentages (iv) do or refrain the “Representative Expenses”). The Representative will have the right to recover Representative Expenses from doing any further act or deed on behalf the Representative Fund as such Representative Expenses are incurred. Following resolution of the Stockholders that post-Closing Merger Consideration adjustment and following the termination of the Escrow Claim Period, the resolution of all Liability Claims and the satisfaction of all claims made by Indemnified Persons for Losses, the Representative deems necessary will have the right to recover Representative Expenses from Adjustment Fund or appropriate the Escrow Fund, respectively, and in his its sole discretion relating to direct all or any portion of amounts otherwise to be released to the subject matter Indemnifying Securityholders into the Representative Fund by delivering to the Escrow Agent written instructions specifying the portion of this Agreement as fully and completely as such amounts to be directed to the Stockholders could do if personally presentRepresentative Fund. No bond will be required of the Representative, and (v) the Representative will not receive service any compensation for the Representative’s services. Notices or communications to or from the Representative will constitute notice to or from each of process the Indemnifying Securityholders with respect to the matters covered hereby. The Representative shall be entitled to engage such counsel, experts, consultants and other advisors as it shall deem necessary in connection with exercising its powers and performing its functions hereunder and (in the absence of bad faith on the part of the Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Representative may (but need not) consult with any claims under this AgreementIndemnifying Securityholder in connection with exercising its powers and performing its functions hereunder and each Indemnifying Securityholder shall cooperate with and offer reasonable assistance to the Representative in connection therewith.

Representative. (a) Effective upon In addition to the receipt by other rights and authority granted to the Company of the Requisite Stockholder Approval, by the approval of Representative elsewhere in this Agreement, each Stockholder of the Surge Equityholders hereby to the fullest extent permitted by applicable Law, irrevocably constitutes and appoints the Representative as the its true and lawful proxy, attorney, agent and attorney-in-fact representative to act (provided, however, that the Representative shall have no obligation to the Surge Equityholders to act other than as expressly provided herein), from and after the date hereof and to do any and all lawful things and execute and deliver any and all documents, for, in the name of the Stockholders, for and on behalf of the Stockholderssuch Surge Equityholder, with full power of substitution and authority to act in the such Surge Equityholder’s name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Agreementstead, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreementthat may be necessary, to give and receive notices and communications on behalf of the Stockholders, and to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary convenient or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with facilitate the consummation of the transactions contemplated by this Agreement, including: (iiii) receive funds execution of the documents and make payments of funds certificates pursuant to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement; (ii) receipt of payments under or pursuant to this Agreement and disbursement thereof, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions as contemplated by this Agreement, ; (iii) receipt and forwarding of notices and communications pursuant to this Agreement; (iv) do administration of the provisions of this Agreement; (v) giving or refrain agreeing to, on behalf of all or any of the Surge Equityholders, any and all consents, waivers, amendments or modifications deemed by the Representative, in his sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) amending this Agreement or any of the instruments to be delivered to Motor or ParentCo pursuant to this Agreement; (vii) (A) disputing or refraining from doing disputing, on behalf of each Surge Equityholder relative to any further act Surge Merger Consideration to be received by such Surge Equityholder under this Agreement or deed any agreements contemplated hereby, any claim made by Motor or ParentCo under this Agreement or other agreements contemplated hereby, (B) negotiating and compromising, on behalf of each such Surge Equityholder, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and (C) executing, on behalf of each such Surge Equityholder, any settlement agreement, release or other document with respect to such dispute or remedy; (viii) voting the Surge Equityholders’ shares of ParentCo Common Stock that are held in the Escrow Account at any meeting of ParentCo’s shareholders, provided that the Representative shall, without the prior written consent of ParentCo, vote such shares of ParentCo Common stock in the same proportion as the votes cast by all other shares voting on each particular matter at such meeting of ParentCo’s shareholders, and an irrevocable proxy with respect thereto is hereby granted, and (ix) engaging attorneys, accountants, agents or consultants on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process Surge Equityholders in connection with this Agreement or any claims under this Agreement.other agreement contemplated hereby and paying any fees related thereto. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Representative consistent herewith, shall to the fullest extent permitted by applicable Law, be absolutely and irrevocably binding on each Surge Equityholder as if such Surge Equityholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Surge Equityholder’s individual capacity, and no Surge Equityholder shall have the right to object, dissent, protest or otherwise contest the same. 58

Representative. (a) At the Effective upon Time, Vista will be constituted and appointed as the receipt by the Company of the Requisite Stockholder Approval, by the approval of this Agreement, each Stockholder Representative. Each Indemnifying Party hereby irrevocably constitutes and appoints the Representative as the true and lawful agent agent, proxy and attorney-in-fact for such Indemnifying Party for all purposes of the Stockholders, for and on behalf of the Stockholders, with full power of substitution and authority to act in the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Agreement, including full powers and authority on such Indemnifying Party’s behalf to act on behalf of (1) consummate the Stockholders in any litigation or arbitration involving this Transactions, (2) enter into the Escrow Agreement, to (3) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Stockholders, and to do other Transactions; (4) pay expenses (whether incurred on or refrain from doing all such further acts and things, and to execute all such documents as after the Representative shall deem necessary or appropriate date hereof) incurred in connection with the transactions contemplated by negotiation and performance of this Agreement, (5) disburse any funds received hereunder to such Indemnifying Party and each other Indemnifying Party, (6) authorize deliveries to Parent of cash or other property from the Escrow Fund and legally bind each Indemnifying Party to pay cash directly to Parent in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including the power by not objecting to such claims); (i7) object to such claims in accordance with Section 7.7; (8) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators Orders with respect to claims for indemnificationto, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to such claims; (9) take all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems actions necessary or appropriate in connection with the consummation judgment of the transactions contemplated by Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance, and (10) subject to Section 6.3, execute for and on behalf of each Indemnifying Party any amendment to this Agreement, the Escrow Agreement or any exhibit, annex or schedule hereto or thereto (iii) receive funds including for the purpose of amending addresses or sharing percentages). This appointment of agency and make payments this power of funds to pay attorney is coupled with an interest and will be irrevocable and will not be terminated by any amounts that Indemnifying Party or by operation of Law, whether by the death or incapacity of any Indemnifying Party or the occurrence of any other event, and any action taken by the Representative has incurred will be as valid as if such death, incapacity or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreementother event had not occurred, including amounts required to pay the fees and expenses regardless of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do whether or refrain from doing not any further act Indemnifying Party or deed on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process in connection with will have received any claims under this Agreementnotice thereof.

Representative. (a) Effective upon the receipt and by the Company virtue of the Requisite Stockholder Member Approval, by and without any further act of any of the approval Members or Optionholders, the Representative is hereby irrevocably appointed as the representative, agent, proxy, and attorney in fact (coupled with an interest) for all the Members and Optionholders for all purposes under this Agreement including the full power and authority on the Members’ and Optionholders’ behalf, subject to the terms and conditions of this Agreement: (i) to consummate the transactions contemplated under this Agreement and the other agreements, each Stockholder instruments, and documents contemplated hereby irrevocably constitutes or executed in connection herewith, (ii) to negotiate claims and appoints disputes arising under, or relating to, this Agreement and the Representative as other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, for the true avoidance of doubt, the adjustment of Closing Cash Proceeds contemplated by Section 3.03), (iii) to receive and lawful agent and attorney-in-fact disburse to, or caused to be received or disbursed to, any Member or Optionholder any funds received on behalf of such Member or Optionholder under this Agreement (including, for the avoidance of doubt, any portion of the StockholdersMerger Consideration) or otherwise, (iv) to withhold any amounts received on behalf of any Member or Optionholder pursuant to this Agreement (including, for and the avoidance of doubt, any portion of the Merger Consideration) or to satisfy (on behalf of the StockholdersMembers and Optionholders) any and all obligations or liabilities of any Member, with full power of substitution and authority to act Optionholder or the Representative in the nameperformance of any of their commitments hereunder (including, place and stead for the avoidance of doubt, the Stockholders with respect to the Merger and the transactions contemplated by this Agreement, to act satisfaction of payment obligations (on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to give Members and receive notices and communications on behalf of the Stockholders, and to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate Optionholders) in connection with the transactions adjustment of Closing Cash Proceeds contemplated by this AgreementSection 3.03), including the power to (iv) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendmentsany amendment or waiver to this Agreement and the other agreements, waiversinstruments, Ancillary Agreements, stock powers, certificates and documents that contemplated hereby or executed in connection herewith (without the Representative deems necessary prior approval of any Member or appropriate Optionholder), (vi) to receive and disburse to, or cause to be received or disbursed to, any individual pursuant to any incentive compensation agreement providing for a transaction bonus, in effect as of the Closing and (vii) to take all other actions to be taken by or on behalf of any Member or Optionholder in connection with this Agreement and the consummation other agreements, instruments, and documents contemplated hereby or executed in connection herewith. Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the transactions contemplated Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Member and Optionholder. All decisions and actions by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred shall be binding upon each Member and Optionholder, and no Member or reasonably expects Optionholder shall have the right to incur in connection with object, dissent, protest or otherwise contest the Stockholders’ same. The Representative shall have no duties or obligations under this Agreementhereunder, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreementany fiduciary duties, (iv) do or refrain from doing any further act or deed on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally presentexcept those set forth herein, and (v) receive service such duties and obligations shall be determined solely by the express provisions of process in connection with any claims under this Agreement.

Representative. (a) Effective In addition to the other rights and authority granted to the Representative elsewhere in this Agreement, upon the receipt and by the Company virtue of the Requisite Stockholder Approval, by approval of the approval requisite Company Stockholders of this Agreement, and pursuant to each Stockholder hereby Letter of Transmittal, all of the Company Stockholders collectively and irrevocably constitutes constitute and appoints appoint the Representative as the true and lawful their agent and attorney-in-fact of representative to act, provided however that the Stockholders, for and on behalf of Representative shall have no obligation to the Stockholders, with full power of substitution and authority Company Stockholders to act in other than as expressly provided herein, from and after the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Agreement, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to give and receive notices and communications on behalf of the Stockholders, date hereof and to do or refrain from doing any and all such further acts things and thingsexecute any and all documents that may be necessary, and to execute all such documents as the Representative shall deem necessary convenient or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with facilitate the consummation of the transactions contemplated by this Agreement, including: (iiii) receive funds execution of the documents and make payments of funds certificates pursuant to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement; (ii) receipt of payments under or pursuant to this Agreement and disbursement thereof, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions as contemplated by this Agreement, ; (iii) payment of amounts due to the Parent pursuant to this Agreement; (iv) do receipt and forwarding of notices and communications pursuant to this Agreement; (v) administration of the provisions of this Agreement; (vi) giving or refrain agreeing to, on behalf of all or any of the Company Stockholders, any and all consents, waivers, amendments or modifications deemed by the Representative, in its sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vii) amending this Agreement or any of the instruments to be delivered to the Parent pursuant to this Agreement; (viii) (A) disputing or refraining from doing disputing, on behalf of each Company Stockholder relative to any further act amounts to be received by such Company Stockholder under this Agreement or deed any agreements contemplated hereby, any claim made by the Parent under this Agreement or other agreements contemplated hereby, (B) negotiating and compromising, on behalf of each such Company Stockholder, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and (C) executing, on behalf of each such Company Stockholder, any settlement agreement, release or other document with respect to such dispute or remedy; (ix) engaging attorneys, accountants, agents or consultants on behalf of the Company Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process in connection with this Agreement or any claims under this Agreementother agreement contemplated hereby and paying any fees related thereto; and (x) if any Company Stockholder as of the Closing is not an accredited investor, serving as “purchaser representative” for such Company Stockholder as such term is defined in Rule 501 of Regulation D. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Representative consistent herewith, shall be absolutely and irrevocably binding on each Company Stockholder as if such Company Stockholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Company Stockholder’s individual capacity, and no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the same.

Representative. (a) Effective upon the receipt by the Company of the Requisite Stockholder Approval, by By the approval of this AgreementAgreement pursuant to Delaware Law, each Stockholder the Sellers hereby irrevocably constitutes constitute and appoints appoint the Representative as the true representative, agent, proxy, and lawful attorney-in-fact for each of the Sellers for all purposes authorized under this Agreement, including the full power and authority on the Sellers’ behalf: (i) to consummate the transactions contemplated under this Agreement, including the execution and delivery of this Agreement, the Purchase Price Adjustment Escrow Agreement, the Indemnity Escrow Agreement, the Rollover Agreements and the other instruments and documents contemplated hereby and thereby (collectively with the Letter of Transmittal, the “Transaction Documents”), (ii) to receive and forward notices and communications pursuant to this Agreement; (iii) subject to Section 12.08, to execute and deliver any amendment or waiver to the Transaction Documents (without the prior approval of the Sellers), (iv) (A) to dispute or refrain from disputing, on behalf of each Seller relative to any amounts to be received by such Seller under this Agreement or any agreements contemplated hereby, any claim made by the Purchaser under this Agreement or other agreements contemplated hereby, (B) to negotiate and compromise, on behalf of each such Seller, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, the Transaction Documents, and (C) to execute, on behalf of each such Seller, any settlement agreement, release or other document with respect to such dispute or remedy; except in each case with respect to a dispute between a Seller on the one hand and the Representative (or any Affiliate of the Representative) on the other hand, (v) following notice to and consultation with Teachers, to engage attorneys, accountants or consultants on behalf of such Sellers in connection with the Transaction Documents and paying any fees, costs and expenses related thereto (including by using funds from the Representative Holdback Amount), (vi) to retain the Representative Holdback Amount and pay amounts therefrom in accordance with this Agreement, and (vii) to take all other actions which may be necessary, convenient or appropriate to be taken on behalf of the Sellers in connection with the Transaction Documents; provided that, notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Representative shall have no right, power or authority (1) to take any action otherwise permitted hereunder in connection with any Transaction Document unless Teachers will receive the same rights and benefits (including consideration and any fees) on a pro rata basis and have no more obligations in respect of its Company Stock or Investment Preferred Stock than any other Seller or (2) act on behalf of Teachers with respect to any right of Teachers specified in this Agreement or any other Transaction Document, including under Sections 12.01 (Press Release and Communications), 12.02 (Expenses), 12.03 (Notices), 12.04 (Assignment), 12.08 (Amendment and Waiver), 12.10 (Third-Party Beneficiaries), 12.15 (Representation of the Company and the Representative) and this Section 12.16. The Representative shall send a copy of all notices and written communications the Representative sends pursuant to Section 12.03 (Notices) of this Agreement or any other Transaction Documents simultaneously to Teachers. In addition, 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 Seller. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a “Former Seller”) and, as a result, the agency and power of attorney conferred by this Section 12.16 is revoked by operation of law, it shall not be a breach by such Former Seller under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Seller (each a “Successor Seller”) confirms the appointment of the Representative as agent and attorney-in-fact for such Successor Seller. In addition, if the agency and power of attorney conferred by this Section 12.16 is revoked by operation of law and thereafter not reconfirmed by the Successor Seller prior to the Closing, such revocation shall not be deemed a breach by the Successor Seller of any of the Stockholders, for and on behalf of the Stockholders, with full power of substitution and authority to act in the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Agreement, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to give and receive notices and communications on behalf of the Stockholders, and to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter provisions of this Agreement as fully and completely as provided that the Stockholders could do if personally presentShares held by such Successor Seller are delivered for transfer to Purchaser at the Closing duly endorsed for transfer or accompanied by stock powers duly endorsed for transfer, and (v) receive service further provided that such Successor Seller executes and delivers such other certificates, documents or instruments that would have been delivered on its behalf by the Representative had such Successor Seller reconfirmed the agency and power of process attorney conferred by this Section 12.16. All decisions and actions by the Representative taken in connection accordance with any claims under this Agreement shall be binding upon all of the Sellers, and no Seller shall have the right to object to, dissent from, protest or otherwise contest such decisions and actions. The Representative shall have no duties or obligations hereunder except those forth herein and such duties and obligations shall be determined solely by the express provisions of this Agreement.

Representative. (a) Effective upon the receipt by the Company of the Requisite Stockholder Approval, by the approval of this Agreement, each Stockholder The Sellers hereby irrevocably constitutes and appoints the Representative appoint IPS to act as the “Sellers’ Representative” as (i) the agent and true and lawful agent and attorney-in-fact of each Seller, with full power of substitution, and with full capacity and authority in its sole discretion, to act in the Stockholders, name of and for and on behalf of each Seller holder in connection with all matters arising out of, resulting from, contemplated by or related or incident to this Agreement and the StockholdersClosing contemplated herein and (ii) the agent for service of process for each Seller and the Sellers irrevocably consent to the service of any and all process in any action or proceeding arising out of or relating to this Agreement by the delivery of such process to the Sellers’ Representative. Without limiting the generality of the foregoing, with full the power of substitution and authority the Sellers’ Representative shall include the power to act in the name, place and stead of the Stockholders represent each Seller with respect to the Merger and the transactions contemplated by all aspects of this Agreement, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreementwhich power shall include, to give and receive notices and communications on behalf of the Stockholderswithout limitation, and to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements waive any and compromises of, and demand arbitration and comply with orders all conditions of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute amend this Agreement and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate any agreement executed in connection with the consummation of the transactions contemplated by this Agreementherewith in any respect, (iii) receive funds and make payments of funds bring, assert, defend, negotiate or settle any claims or actions for indemnity pursuant to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) retain legal counsel and be reimbursed by the Sellers for all fees, expenses and other charges of such legal counsel, (v) designate an agent to receive, hold and disburse monies or securities paid or delivered hereunder; (vi) receive notices or other communications, (vii) deliver any notices, certificates or other documents required and (viii) take all such other action and to do all such other things as the Sellers’ Representative deems necessary or refrain from doing any further act advisable with respect to this Agreement, including, without limitation, to provide all approvals and consents of the Sellers contemplated hereunder. The Purchaser shall have the absolute right and authority to rely upon the acts taken or deed omitted to be taken by the Sellers’ Representative on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating Sellers and Purchaser shall have no duty to inquire as to the subject matter acts and omissions of this Agreement as fully and completely the Sellers’ Representative. In the event the Sellers’ Representative refuses to, or is no longer capable of, serving as the Stockholders could do if personally presentSellers’ Representative hereunder, the Sellers by approval of those holders entitled to receive at least 65% of the Purchase Price hereunder shall promptly appoint a successor Sellers’ Representative who shall thereafter be a successor Sellers’ Representative hereunder and (v) receive service of process in connection with any claims under this Agreementthe Sellers’ Representative shall serve until such successor is duly appointed and qualified to act hereunder.

Representative. (a) Effective The Representative may be removed at any time upon the receipt written election of the Holders representing at least 75% of the aggregate Ownership Interests; provided that such Holders concurrently elect a replacement Representative and Parent is given prompt written notice of such replacement by the Company Representative (and such appointment is not binding on Parent until after Parent receives such written notice). By virtue of the Requisite Stockholder Approvalexecution of the Principal Equityholders Agreement by each Principal Equityholder, by the approval execution of this Agreementthe Option Cancellation Agreement by each Option Holder, by the execution of the Letter of Transmittal by each Holder and by the consummation of the transactions contemplated hereby, each Stockholder Holder has constituted and hereby irrevocably constitutes and appoints the Representative Representative, including any replacement of any such Representative, as the true and lawful agent and attorney-in-fact of the Stockholders, for and on behalf of the Stockholders, with full power of substitution and authority to act execute any amendment or waiver of this Agreement and any other document or instrument necessary or advisable in order to carry out the name, place and stead provisions of the Stockholders with respect to the Merger and the transactions contemplated by this Agreement, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to give and receive notices and communications on behalf of the Stockholderscommunications, and to do or refrain from doing all such further acts and thingsdispute any claim any Parent Indemnified Party with respect to indemnification hereunder, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and to comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer any dispute or any Indemnified Party of any payment hereunderloss, and to otherwise act for the Stockholders with regard to take all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems actions necessary or appropriate in connection with the consummation judgment of the transactions contemplated Representative for the accomplishment of the foregoing. The Holders shall, pro-rata based upon their Ownership Interest, be responsible for the payment of all fees and expenses reasonably incurred by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations performing its duties under this Agreement; provided, that Parent shall have no obligation or Liability arising from or relating to any claim or dispute between any Holder and the Representative under this Section 12.1 (and Parent’s rights, including amounts required Parent’s right to pay rely on the fees actions and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf decisions of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process in connection with any claims other rights under this Agreement) shall not be affected in any way thereby. All actions and decisions of the Representative may be relied upon by the Parent, the Company and any third person, and shall be binding and conclusive upon each Shareholder.

Representative. (a) Effective upon the receipt by the Company of the Requisite Stockholder Approval, by the approval of this Agreement, each Stockholder hereby The Stockholders have irrevocably constitutes and appoints appointed the Representative as the true representative, agent, proxy, and lawful agent attorney in fact for all the Stockholders for all purposes under this Agreement including the full power and attorney-in-fact of authority to act on the Stockholders’ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements, for instruments, and documents contemplated hereby or executed in connection herewith (including pursuant to Section 4.2); (ii) to negotiate disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including pursuant to Section 4.2); (iii) to receive and disburse to the Stockholders any funds received on behalf of the Stockholders, with full power of substitution and authority Stockholders under this Agreement or otherwise; (iv) to act in the name, place and stead withhold any amounts received on behalf of the Stockholders with respect to this Agreement or otherwise to satisfy any and all obligations or liabilities incurred by the Merger Stockholders or the Representative in the performance of their duties hereunder; (v) to execute and deliver any amendment or waiver to this Agreement and the transactions other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of the Stockholders); and (vi) to take all other actions to be taken by this Agreement, to act or on behalf of the Stockholders in connection with this Agreement (including pursuant to Section 3.4) and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. The agency and proxy granted by the Stockholders 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 litigation or arbitration involving this Agreement, to give Stockholder. All decisions and receive notices and communications on behalf actions by the Representative shall be binding upon all of the Stockholders, and no Stockholder shall have the right to do object, dissent, protest or refrain from doing all such further acts and thingsotherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Agreement. The power of attorney granted by each Stockholder to execute all such documents as the Representative is coupled with an interest and is irrevocable and shall deem necessary not terminate or appropriate in connection with otherwise be affected by the transactions contemplated by this Agreementdeath, including the power to (i) to agree todisability, negotiateincompetence, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer bankruptcy or any Indemnified Party insolvency of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process in connection with any claims under this AgreementStockholder.

Representative. (a) Effective upon the receipt by the Company of the Requisite Stockholder Approval, by the approval of this Agreement, each Stockholder The Representative is hereby irrevocably constitutes and appoints the Representative appointed as the true and lawful agent representative, agent, proxy, and attorney-in-fact of for all the StockholdersCompany Securityholders for all purposes under this Agreement including the full power and authority on the Company Securityholders’ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements, for instruments, and documents contemplated hereby or executed in connection herewith, (ii) to negotiate and settle disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (iii) to receive and disburse to the Company Securityholders any funds received on behalf of the StockholdersCompany Securityholders under this Agreement or otherwise, with full power of substitution and authority (iv) to act in the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Agreement, to act withhold any amounts received on behalf of the Stockholders in any litigation or arbitration involving this Agreement, Company Securityholders pursuant to give and receive notices and communications on behalf of the Stockholders, and to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power Representative Holdback Amount, or otherwise to satisfy any and all obligations or liabilities incurred by the Company Securityholders or the Representative in the performance of their duties hereunder, (iv) to agree todirect the distribution of funds, negotiatedesignate or engage a paying agent to distribute funds (including, enter into settlements the Closing Date Cash Merger Consideration, the Adjustment Amount payable in accordance with Section 3.6 (Post-Closing Merger Consideration Adjustment and compromises ofPayments), the determination and distribution of the Performance Transaction Bonus payable as provided for herein, and demand arbitration funds from the Escrow Account and comply the Representative Holdback Amount), make or direct payments of funds from the Representative Holdback Amount, give receipts for funds, authorize deliveries to Parent of cash from the Escrow Account in satisfaction of claims asserted by Parent, and object to any claims by any Person against the Escrow Account, (vi) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of the Company Securityholders) and (vii) to take all other actions to be taken by or on behalf of the Company Securityholders in connection with orders this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. The Company Securityholders, by approving this Agreement (whether by vote or by execution of courts a Letter of Transmittal), further agree that such agency and awards proxy are coupled with an interest, are therefore irrevocable without the consent of arbitrators with respect to claims for indemnificationthe Representative and shall survive the death, to authorize deliver to Buyer incapacity, bankruptcy, dissolution or any Indemnified Party liquidation of any payment hereunderCompany Securityholder. All decisions and actions by the Representative shall be binding upon all of the Company Securityholders and no Company Securityholder shall have the right to object, and to dissent, protest or otherwise act contest the same. If an allocation is not otherwise provided for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary shall distribute funds to the Company Securityholders in accordance with their respective Pro Rata Share. Parent may conclusively rely, without independent verification or appropriate in connection with the consummation investigation, upon any such decision or action of the transactions contemplated Representative as being the binding decision or action of every Company Securityholder, and Parent shall not be liable to any Company Securityholder or any other Persons for any actions taken or omitted from being taken by this Agreement, (iii) receive funds and make payments of funds to pay them or by Parent in accordance with or reliance upon any amounts that the Representative has incurred such decision or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf action of the Stockholders that the Representative. The Representative deems necessary shall act by a majority in interest of Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. The Representative shall have no duties or appropriate in his sole discretion relating obligations to the subject matter of this Agreement Company Securityholders hereunder, except as fully and completely as the Stockholders could do if personally present, and (v) receive service of process expressly set forth in connection with any claims under this Agreement.

Representative. (a) Effective upon the receipt by the Company of the Requisite Stockholder ApprovalEach Stockholder, by the approval virtue of his, her or its execution of this Agreement, each Stockholder hereby irrevocably makes, constitutes and appoints Xxxxxx X. Xxxxxxx (the Representative as the true and lawful agent and attorney-in-fact of the Stockholders, for and on behalf of the Stockholders“Representative”), with full power of substitution and authority re-substitution, as his, her or its true and lawful attorney-in-fact to act in the name, place execute and stead deliver each of the Stockholders with respect to the Merger Escrow Agreement and the transactions contemplated by this Agreement, to act EBITDA Shares Escrow Agreement on behalf of the Stockholders in any litigation or arbitration involving (and to execute and deliver all other documentation required thereby) and to represent the interests of the Persons entitled to receive Stockholder Shares and EBITDA Shares as a result of the transactions contemplated hereby for purposes of this Agreement, to the Escrow Agreement and EBITDA Shares Escrow Agreement. The Representative shall be the exclusive agent for and on behalf of the Stockholders to: (i) give and receive notices and communications to or from KBL and/or the respective escrow agents under the Escrow Agreement and the EBITDA Shares Escrow Agreement relating to this Agreement, the Escrow Agreement, the EBITDA Shares Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (ii) authorize deliveries to KBL and/or the Surviving Pubco of Escrow Shares from the escrow fund in satisfaction of claims asserted by KBL and/or the Surviving Pubco (on behalf of the Stockholders, and to do itself or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreementany other KBL Indemnitee, including the power by not objecting to such claims); (iiii) object to such claims; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnificationto, to authorize deliver to Buyer or such claims; (v) waive any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to condition in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary Escrow Agreement or appropriate in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed EBITDA Shares Escrow Agreement on behalf of the Stockholders that the Representative deems and (vi) take all actions necessary or appropriate in his 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. Notwithstanding the foregoing, the Representative shall not consent or agree to or negotiate or enter into any settlement and compromise of any claim that includes any admission of guilt, criminal liability or wrong-doing by any Stockholder unless approved in writing in advance by such Stockholder. The Representative shall be the sole discretion and exclusive means of asserting or addressing any of the above and no Stockholder shall have any right to act on its own behalf with respect to any such matters or other matters relating to the subject matter of this Agreement as fully and completely or the transactions contemplated hereby, other than any claim or dispute against the Representative. If the Person serving as the Stockholders could do if personally presentRepresentative ceases to serve in such capacity, for any reason, those members of the board of directors of the Surviving Pubco who were members of the board of directors of PRWT prior to the Closing shall appoint as successor a Person who was a former director or PRWT or such other Person as such members shall designate. Such Person or successor is intended to be the “Representative” referred to in Article VII hereof, the Escrow Agreement and EBITDA Shares Escrow Agreement. KBL, the Surviving Pubco and each of their respective Affiliates shall be entitled to rely upon, and shall be fully protected in relying upon, the power and authority of the Representative without independent investigation. No bond shall be required of the Representative. The Representative shall receive no fees for his services but shall be entitled to reimbursement for his reasonable out-of-pocket expenses as provided below and in the Escrow Agreement and EBITDA Shares Escrow Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Stockholders. KBL, the Surviving Pubco and each of their respective Affiliates shall have no liability to any of the Stockholders or any other constituencies for any acts or omissions of the Representative (v) receive service including any failure to deliver amounts or shares paid to the Representative on behalf of process in connection with any claims of the Stockholders or any other constituencies), or any acts or omissions taken or not taken by any other persons at the direction of the Representative. Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Representative that is within the scope of the Representative's authority under this Section 1.12(b) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all Stockholders and shall be final, binding and conclusive upon each such Stockholder and the escrow agents under the Escrow Agreement and the EBITDA Shares Escrow Agreement and KBL and the Surviving Pubco shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Stockholder. The Stockholders, jointly and severally, shall indemnify and hold harmless the Representative against any Losses (as defined in Section 7.1(b)) arising out of actions taken or omitted to be taken in his capacity as the Representative (except in the case of gross negligence or willful misconduct by the Representative), including the reasonable costs and expenses of investigation and defense of claims. The Representative shall not be liable to any of Stockholders or any of their respective Affiliates for any decisions made or actions taken by the Representative in good faith and believed by him to be authorized by, or within the rights or powers conferred upon him by, this Agreement, and may consult with counsel of his own choice.

Representative. (a) Effective upon the receipt by the Company of the Requisite Stockholder Approval, by By the approval of this AgreementAgreement pursuant to Delaware Law (or otherwise) and effective upon and by virtue of the Stockholder Approval, and without any further act of any of the Stockholders, and by execution of Option Cancellation Agreements by each Stockholder of the Optionholders with respect to each such Optionholder, the Stockholders and Optionholders hereby irrevocably constitutes and appoints appoint the Representative as the true and lawful agent representative, agent, proxy, and attorney-in-fact of for all the Stockholders and Optionholders for all purposes under this Agreement including the full power and authority on the Stockholders, for ’ and on behalf of the Stockholders, with full power of substitution and authority Optionholders’ behalf: (i) to act in the name, place and stead of the Stockholders with respect to the Merger and consummate the transactions contemplated by under this AgreementAgreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to act negotiate disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (iii) to receive and disburse to the Stockholders and Optionholders (subject to Section 13.13(f) below) any funds received on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to give and receive notices and communications on behalf of the Stockholders, and to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations Optionholders under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this AgreementAgreement or otherwise, (iv) do or refrain from doing to withhold any further act or deed amounts received on behalf of the Stockholders that and Optionholders pursuant to this Agreement or otherwise to satisfy any and all obligations or liabilities incurred by the Stockholders, Optionholders or the Representative deems necessary or appropriate in his sole discretion relating to the subject matter performance of this Agreement as fully and completely as the Stockholders could do if personally presenttheir duties hereunder, and (v) receive service to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of process the Stockholders or Optionholders) and (vi) to take all other actions to be taken by or on behalf of the Stockholders and Optionholders in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. The Stockholders and Optionholders, by approving this Agreement, further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any claims under Stockholder or Optionholder. All decisions and actions by the Representative shall be binding upon all of the Stockholders and Optionholders, and no Stockholder or Optionholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Agreement.

Representative. (a) At the Effective upon Time, Shareholder Representative Services LLC shall be constituted and appointed as the receipt Representative, and the Representative hereby accepts such appointment. Each Indemnifying Securityholder, by the Company virtue of its adoption of this Agreement and approval of the Requisite Stockholder ApprovalMerger, by the approval of this Agreement, each Stockholder hereby irrevocably constitutes shall be deemed to have appointed and appoints constituted the Representative as the their agent and true and lawful agent and attorney-in-fact of with the Stockholders, powers and authority as set forth in this Agreement. The Representative shall be the exclusive agent for and on behalf of the Stockholders, with full power of substitution and authority Indemnifying Securityholders to act in (1) enter into the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Escrow Agreement, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to (2) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Person) and/or the Stockholders, and Escrow Agent relating to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, the Escrow Agreement or any of the other Transactions; (3) authorize deliveries to Parent of cash or other property from the Escrow Fund and legally bind each Indemnifying Securityholder to pay cash directly to Parent in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including the power by not objecting to such claims); (i4) object to claims in accordance with Section 1.9 and ‎Section 7.6; (5) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators Orders with respect to claims for indemnificationto, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to such claims; (6) take all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems actions necessary or appropriate in connection with the consummation judgment of the transactions contemplated by Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance, and (7) subject to ‎Section 6.4, execute for and on behalf of each Indemnifying Securityholder any amendment to this Agreement, the Escrow Agreement or any exhibit, annex or schedule hereto or thereto (iii) receive funds including for the purpose of amending addresses or sharing percentages). The Representative shall be the sole and make payments exclusive means of funds asserting or addressing any of the above, and no Indemnifying Securityholder shall have any right to pay act on its own behalf with respect to any amounts that such matters, other than any claim or dispute against the Representative. 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 Indemnifying Securityholder or by operation of Law, whether by the death or incapacity of any Indemnifying Securityholder or the occurrence of any other event, and any action taken by the Representative has incurred will be as valid as if such death, incapacity or reasonably expects to incur in connection with other event had not occurred, regardless of whether or not any Indemnifying Securityholder or the Stockholders’ obligations under this Agreement, including amounts Representative will have received any notice thereof. No bond will be required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf of the Stockholders that Representative. After the Closing, notices or communications to or from the Representative deems necessary shall constitute notice to or appropriate in his sole discretion relating to from each of the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process in connection with any claims under this AgreementIndemnifying Securityholders.

Representative. (a) Effective upon the receipt by the Company The individual listed on Section 8.16 of the Requisite Stockholder Approval, by the approval of this Agreement, each Stockholder Disclosure Schedule is hereby irrevocably constitutes and appoints the Representative appointed as the true and lawful agent and attorney-in-fact and agent of the StockholdersMembers (the “Representative”) to execute any and all instruments or other documents, and to do any and all other acts or things, in the Members’ names and on their behalf, that the Representative may deem necessary or advisable, or that may be required pursuant to this Agreement, the Escrow Agreement or otherwise, in connection with the consummation of the transactions contemplated hereby. Without limiting the generality of the foregoing, the Representative shall have the full power and authority, in the names of the Members and on their behalf, to: (i) agree with Parent with respect to any matter or thing required or deemed necessary by the Representative in connection with the provisions of this Agreement calling for the agreement of the Members, give and receive notices on behalf of the Stockholdersall Members, with full power of substitution and authority to act in the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Agreement, to act on behalf of the Stockholders Members in connection with any litigation matter as to which the Members are or arbitration involving may be obligated to indemnify Parent under this Agreement, to give and receive notices and communications on behalf all in the absolute discretion of the Stockholders, Representative; (ii) interpret the terms and provisions of this Agreement; (iii) dispute or fail to dispute any Losses claimed hereunder and to do or refrain from doing all such further acts negotiate and things, compromise any dispute which may arise under this Agreement and to execute all sign any releases or other documents with respect to any such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreementdispute, including the power to (i) to agree to, negotiate, enter into settlements and compromises interpretation of, and demand arbitration and comply with orders disputing or failing to dispute the composition or amount of courts and awards of arbitrators with respect to claims for indemnificationCash, to authorize deliver to Buyer Debt, Closing Working Capital, Transaction Expenses or any Indemnified Party item on the Closing Statement and negotiating and signing any release in respect of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, dispute that may arise under Section 2.10; (iiiv) execute and deliver all amendmentsancillary agreements, certificates, statements, notices, approvals, extensions, waivers, Ancillary Agreementsundertakings, stock powers, certificates amendments and other documents that the Representative deems necessary required or appropriate permitted to be given in connection with the consummation of the transactions contemplated by this Agreement, ; (iiiv) receive funds and make payments give receipt for funds, including in respect of funds the Initial Merger Consideration, and any adjustment thereto, and to pay any amounts that distribute to the Representative has incurred Members the Per Unit Merger Consideration to which they are entitled; (vi) take all action necessary or reasonably expects to incur desirable in connection with the Stockholders’ waiver of any condition to the obligations under this Agreement, including amounts required of Members to pay the fees and expenses of professionals incurred in connection with consummate the transactions contemplated by this Agreement; and (vii) in general, (iv) do all things and perform all acts, including, without limitation, executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and other instruments or refrain from doing any further act documents contemplated by, or deed on behalf of the Stockholders that deemed by the Representative deems to be necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process advisable in connection with any claims under with, this Agreement.

Representative. (a) Effective upon By the receipt by the Company of the Requisite Stockholder Approval, by the approval execution and delivery of this AgreementAgreement pursuant to Virginia Law, each Stockholder the Shareholders hereby irrevocably constitutes and appoints appoint the Representative as the true representative, agent, proxy, and lawful agent attorney in fact for all the Shareholders for all purposes under this Agreement including the full power and attorney-in-fact of authority to act on the StockholdersShareholders ‘ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements, for instruments, and documents contemplated hereby or executed in connection herewith (including pursuant to Section 4); (ii) to negotiate disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including pursuant to Section 4 hereof); (iii) to receive and disburse to the Shareholders any funds received on behalf of the Stockholders, with full power of substitution and authority Shareholders under this Agreement or otherwise; (iv) to act in the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Agreement, to act withhold any amounts received on behalf of the Stockholders Shareholders to this Agreement or otherwise to satisfy any and all obligations or liabilities incurred by the Shareholders or the Representative in the performance of their duties hereunder; (v) to execute and deliver any litigation amendment or arbitration involving waiver to this AgreementAgreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of the Stockholders); and (vi) to give and receive notices and communications take all other actions to be taken by or on behalf of the StockholdersShareholders in connection with this Agreement (including pursuant to Section 4 hereof) and the other agreements, instruments, and to do documents contemplated hereby or refrain from doing all executed in connection herewith. The Shareholders, by executing and delivering this Agreement, further agree that such further acts agency and thingsproxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and to execute all such documents as shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Shareholders. All decisions and actions by the Representative shall deem necessary be binding upon all of the Shareholders, and no Shareholders shall have the right to object, dissent, protest or appropriate in connection with otherwise contest the transactions contemplated same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Agreement. The power of attorney granted by each Stockholder to the Representative pursuant to this Section 13.1 is coupled with an interest and is irrevocable and shall not terminate or otherwise be affected by the death, including the power to (i) to agree todisability, negotiateincompetence, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer bankruptcy or any Indemnified Party insolvency of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process in connection with any claims under this AgreementShareholders.

Representative. (a) Effective upon the receipt and by the Company virtue of the Requisite Stockholder Approval, by and without any further act of any of the approval of this AgreementStockholders or Optionholders, each Stockholder the Representative is hereby irrevocably constitutes and appoints the Representative appointed as the true representative, agent, proxy, and lawful agent attorney in fact (coupled with an interest) for all the Stockholders and attorney-in-fact of Optionholders for all purposes under this Agreement including the full power and authority on the Stockholders’ and Optionholders’ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to negotiate claims and disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, for the avoidance of doubt, the adjustment of Allocable Amount contemplated by Section 3.03 and claims for indemnification under Article XI), (iii) to receive and disburse to, or caused to be received or disbursed to, any Stockholder or Optionholder any funds received on behalf of such Stockholder or Optionholder under this Agreement (including, for the Stockholdersavoidance of doubt, with full power of substitution and authority to act in the name, place and stead any portion of the Stockholders with respect Merger Consideration) or otherwise, (iv) to withhold any amounts received on behalf of any Stockholder or Optionholder pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger and the transactions contemplated by this Agreement, Consideration) or to act satisfy (on behalf of the Stockholders in and Optionholders) any litigation and all obligations or arbitration involving this Agreementliabilities of any Stockholder, to give and receive notices and communications on behalf of the Stockholders, and to do Optionholder or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party performance of any payment hereunderof their commitments hereunder (including, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreementavoidance of doubt, the satisfaction of payment obligations (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf of the Stockholders that and Optionholders) in connection with the Representative deems necessary adjustment of Allocable Amount contemplated by Section 3.03 or appropriate in his sole discretion relating to the subject matter indemnification of this Agreement as fully and completely as the Stockholders could do if personally presentPurchaser Indemnified Parties under Article XI), and (v) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of any Stockholder or Optionholder), (vi) to receive service and disburse to, or cause to be received or disbursed to, any individual pursuant to any incentive compensation agreement providing for a transaction bonus, in effect as of process the Closing and (vii) to take all other actions to be taken by or on behalf of any Stockholder or Optionholder in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Stockholder and Optionholder. All decisions and actions by the Representative shall be binding upon each Stockholder and Optionholder, and no Stockholder or Optionholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any claims under fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Agreement.

Representative. (a) Effective upon At the receipt by Closing, Silver Knot, LLC shall be constituted and appointed as the Company of the Requisite Stockholder Approval, by the approval Representative. For purposes of this Agreement, each Stockholder hereby irrevocably constitutes and appoints the Representative as term “Representative” shall mean the representative, true and lawful agent agent, proxy and attorney in fact of Parent for all purposes of this Agreement and the Escrow Agreement, with full power and authority on Parent’s behalf (i) to consummate the transactions contemplated herein, (ii) to pay Parent’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) to receive, give receipt and disburse any funds received hereunder on behalf of or to Parent and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary, (iv) to execute and deliver any certificates representing the Units and execution of such further instruments as Buyer shall reasonably request, (v) to execute and deliver on behalf of Parent all documents contemplated herein and any amendment or waiver hereto, (vi) to take all other actions to be taken by or on behalf of Parent in connection herewith, (vii) to negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including without limitation, disputes regarding any adjustment pursuant to Section 2.4, (viii) to waive any condition to the obligation of Parent to consummate the transactions contemplated herein, (ix) to give and receive notices on behalf of Parent and (x) to do each and every act and exercise any and all rights which Parent is permitted or required to do or exercise under this Agreement. Parent, by executing this Agreement, irrevocably grants unto said attorney-in-fact of the Stockholders, for and on behalf of the Stockholders, with agent full power of substitution and authority to do and perform each and every act in the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Agreement, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to give and receive notices and communications on behalf of the Stockholders, and to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem thing necessary or appropriate desirable to be done in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard as fully to all matters pertaining to indemnification referred to in this Agreementintents and purposes as Parent might or could do itself. Parent agrees that such agency and proxy are coupled with an interest, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that are therefore irrevocable without the consent of the Representative deems necessary or appropriate in connection with and shall survive the consummation liquidation, winding up and dissolution of the transactions contemplated by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process in connection with any claims under this AgreementParent.

Representative. (a) Effective upon the receipt by the Company of the Requisite Stockholder Approval, by the approval execution of this Agreement, each Stockholder and without any further act of any of the Blocker Sellers or the equityholders of the Company, the Representative is hereby irrevocably constitutes and appoints the Representative appointed as the true representative, agent, proxy, and lawful agent attorney in fact (coupled with an interest) for the Blocker Sellers and attorney-in-fact all of the Stockholdersequityholders of the Company (other than the Blockers) for all purposes under this Agreement including the full power and authority on such Persons’ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to negotiate claims and disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, for the avoidance of doubt, the adjustment of Closing Cash Proceeds contemplated by Section 3.05), (iii) to receive and disburse to, or cause to be received or disbursed to, the Blocker Sellers or any equityholder of the Company (other than the Blockers) any funds received on behalf of such Person under this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or otherwise, (iv) to withhold any amounts received on behalf of the StockholdersBlocker Sellers or any equityholder of the Company (other than the Blockers) pursuant to this Agreement (including, with full power for the avoidance of substitution doubt, any portion of the Merger Consideration) or to satisfy any and authority to act all obligations or liabilities of the Blocker Sellers or any equityholder of the Company (other than the Blockers) or the Representative in the nameperformance of any of their commitments hereunder (including, place for the avoidance of doubt, the satisfaction of payment obligations in connection with the adjustment of Closing Cash Proceeds contemplated by Section 3.05), (v) to execute and stead deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of the Stockholders with respect Blocker Sellers or any equityholder of the Company), (vi) to receive and disburse to, or cause to be received or disbursed to, any individual any funds received on behalf of such individual pursuant to any incentive compensation agreement providing for a transaction bonus in effect as of the Merger Closing and the transactions contemplated (vii) to take all other actions to be taken by this Agreement, to act or on behalf of the Stockholders in Blocker Sellers or any litigation or arbitration involving this Agreement, to give and receive notices and communications on behalf equityholder of the StockholdersCompany (other than the Blockers) in connection with this Agreement and the other agreements, instruments, and to do documents contemplated hereby or refrain from doing all such further acts executed in connection herewith. Such agency and thingsproxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and to execute all such documents as shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Blocker Seller and each equityholder of the Company. All decisions and actions by the Representative shall deem necessary be binding upon each Blocker Seller and each equityholder of the Company (other than the Blockers), and no such Person shall have the right to object, dissent, protest or appropriate in connection with otherwise contest the transactions contemplated by this Agreementsame. The Representative shall have no duties or obligations hereunder, including the power to (i) to agree toany fiduciary duties, negotiate, enter into settlements and compromises ofexcept those set forth herein, and demand arbitration such duties and comply with orders obligations shall be determined solely by the express provisions of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process in connection with any claims under this Agreement.

Representative. (a) Effective upon the receipt by the Company of the Requisite Stockholder Approval, by the approval of this Agreement, each Stockholder The Representative is hereby irrevocably constitutes and appoints the Representative appointed as the true and lawful agent representative, agent, proxy, and attorney-in-fact of for all the StockholdersSecurityholders for all purposes under this Agreement, for the Escrow Agreement and the Payment Agent Agreement, including the full power and authority on the Securityholders’ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to negotiate and settle disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (iii) to receive and disburse to the Securityholders any funds received on behalf of the StockholdersSecurityholders under this Agreement, the Escrow Agreement and the Payment Agent Agreement or otherwise, (iv) to withhold any amounts received on behalf of the Securityholders pursuant to this Agreement and the Escrow Agreement, including the Representative Holdback Amount, or otherwise to satisfy any and all obligations or liabilities incurred by the Securityholders or the Representative in the performance of their duties hereunder, (v) to direct the distribution of funds, designate or engage a paying agent to distribute funds (including the Closing Date Cash Merger Consideration, the Adjustment Amount, if any, payable in accordance with full power Section 3.7 and funds from the Escrow Account and the Representative Holdback Amount), make or direct payments of substitution funds from the Representative Holdback Amount, give receipts for funds, authorize deliveries to Parent of cash from the Escrow Account in satisfaction of claims asserted by Parent and object to any claims by any Person against the Escrow Account, (vi) to execute and deliver any amendment or waiver to this Agreement, the Escrow Agreement and the Payment Agent Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of the Securityholders) and (vii) to take all other actions to be taken by or on behalf of the Securityholders in connection with this Agreement, the Escrow Agreement and the Payment Agent Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. The Securityholders, by approving this Agreement (whether by vote or by execution of a Letter of Transmittal), further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Securityholder. All decisions and actions by the Representative shall be binding upon all of the Securityholders and no Securityholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall not have the authority to act increase the Liability of any Securityholder on a non pro rata basis. If an allocation is not otherwise provided for in this Agreement, the nameRepresentative shall distribute funds to the Securityholders in accordance with their respective Pro Rata Share. Parent may conclusively rely, place and stead without independent verification or investigation, upon any such decision or action of the Stockholders Representative as being the binding decision or action of every Securityholder, and Parent shall not be liable to any Securityholder or any other Persons for any actions taken or omitted from being taken by them or by Parent in accordance with respect or reliance upon any such decision or action of the Representative. The Representative shall have no duties or obligations to the Securityholders hereunder, except as expressly set forth in this Agreement. By its approval of, or consent to, the Merger and the transactions contemplated by adoption of this Agreement, its acceptance of any consideration pursuant to act on behalf this Agreement or delivery of a Letter of Transmittal, each Securityholder hereby irrevocably approves and adopts the appointment of the Stockholders in any litigation or arbitration involving this AgreementRepresentative as such Securityholder’s representative, to give and receive notices and communications on behalf of the Stockholdersagent, proxy, and to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process in connection with any claims under this Agreement.attorney-in-fact. 107

Representative. (a) Effective upon the receipt By executing and delivering a Letter of Transmittal or by the Company virtue of consummation of the Requisite Stockholder Approval, by the approval Plan of this AgreementArrangement, each Stockholder Subversive Limited Partner hereby irrevocably constitutes and appoints the Representative Subversive Real Estate Sponsor LLC as the its true and lawful agent and attorney-in-fact of and agent (the Stockholders, for and on behalf of the Stockholders, “Representative”) with full power of substitution and authority to act in the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Agreement, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to give and receive notices and communications on behalf of the Stockholders, and to do or refrain from doing any and all such further acts things and thingsexecute any and all documents which may be necessary, and to execute all such documents as the Representative shall deem necessary convenient or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with 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 Subversive Limited Partner, as contemplated by this Agreement; (ii) receiving and forwarding of notices and communications pursuant to this Agreement and accepting service of process; (iii) giving or agreeing to, on behalf of all the Subversive Limited Partner, any and all consents, waivers and amendments deemed by the Representative, in its reasonable and good faith discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; and (iv) with respect to any and all matters arising under this Agreement, (iiiA) receive funds and make payments disputing or refraining from disputing, on behalf of funds each Subversive Limited Partner relative to pay any amounts that to be received by the Representative has incurred Subversive Limited Partner under this Agreement or reasonably expects to incur in connection with the Stockholders’ obligations any agreements contemplated hereby, or any claim made by Subversive under this Agreement, including amounts required to pay the fees (B) negotiating and expenses compromising, on behalf of professionals incurred in connection with the transactions contemplated by each Subversive Limited Partner, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement, and (ivC) do or refrain from doing any further act or deed executing, on behalf of each Subversive Limited Partner, any settlement agreement, release or other document with respect to such dispute or remedy, except in each case with respect to a dispute between any Subversive Limited Partner on the Stockholders that one hand and the Representative deems necessary or appropriate on the other hand; provided, however, that, in his sole discretion relating each case, the Representative shall not take any action adverse to any Subversive Limited Partner unless such action is also taken proportionately with respect to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process in connection with any claims under this Agreementothers.

Representative. (a) At the Effective upon Time, Fortis Advisors LLC, a Delaware limited liability company, will be constituted and appointed as the receipt Representative. Each Indemnitor, by the Company virtue of its adoption of this Agreement or acceptance of the Requisite Stockholder ApprovalMerger Consideration payable to such Indemnitor, by and without any further action of any of the approval of this AgreementIndemnitors or the Company, each Stockholder hereby irrevocably constitutes will be deemed to have appointed and appoints constituted the Representative as the his, her or its representative, exclusive agent and true and lawful agent and attorney-in-fact of with the Stockholderspowers and authority as set forth in this Agreement, the Escrow Agreement and the Representative Engagement Agreement. Without limiting the foregoing, the Representative will be the exclusive agent for and on behalf of the Stockholders, with full power of substitution and authority Indemnitors to act in the name, place and stead of the Stockholders with respect to the Merger and the transactions contemplated by this Agreement, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to (i) give and receive notices and communications to or from Parent (on behalf of the Stockholders, and itself or any other Indemnified Person) relating to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power Escrow Agreement, the Representative Engagement Agreement or any of the other Transactions hereunder or thereunder; (ii) authorize the release (by providing joint written instructions to (ithe Escrow Agent) to Parent or the Indemnitors of any amounts from the Indemnification Escrow Fund in accordance with the terms of this Agreement and the Escrow Agreement, including with respect to the Closing Balance Sheet and/or the Post-Closing Statement, and legally bind each Indemnitor to pay cash directly to Parent in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to the Closing Balance Sheet and/or the Post-Closing Statement or such claims in accordance with Section 7.7; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators Orders with respect to claims for indemnificationto, to authorize deliver to Buyer the Closing Balance Sheet and/or the Post-Closing Statement or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to such claims; (v) take all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems actions necessary or appropriate in connection with the consummation sole judgment of the transactions contemplated by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations Representative’s obligations, powers and authority hereunder, under the Escrow Agreement and under the Representative Engagement Agreement, in each case without having to seek or obtain the consent of any Person under any circumstance, and (vi) subject to Section 6.3, execute for and on behalf of each Indemnitor any amendment to this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Escrow Agreement, the Representative Engagement Agreement or any exhibit, annex or schedule hereto or thereto (iv) do including for the purpose of amending addresses or refrain from doing any further sharing percentages). Notwithstanding the foregoing, the Representative shall have no obligation to act or deed on behalf of the Stockholders that Indemnitors, except as expressly provided herein, in the Escrow Agreement and in the Representative deems necessary Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or appropriate in his sole discretion relating the Disclosure Schedule. This appointment of agency, this power of attorney and the immunities and rights to indemnification granted to the subject matter Representative Group hereunder: (A) are coupled with an interest and will be irrevocable and will not be terminated by any Indemnitor or by operation of this Agreement Law, whether by the death, incompetence, bankruptcy, liquidation or incapacity of any Indemnitor or the occurrence of any other event, and shall be binding on any successor to such Indemnitor, and any action taken by the Representative will be as fully and completely valid as if such death, incapacity or other event had not occurred, regardless of whether or not any Indemnitor or the Stockholders could do if personally presentRepresentative will have received any notice thereof, and (vB) receive service shall survive the delivery of process an assignment of the whole or any fraction of his, her or its interest in connection with any claims under this Agreementthe Indemnification Escrow Fund.

Representative. (a) Effective upon the receipt and by the Company virtue of the Requisite Stockholder Member Approval, by and without any further act of any of the approval of this AgreementMembers, each Stockholder Optionholders or Warrantholders, the Representative is hereby irrevocably constitutes and appoints the Representative appointed as the true representative, agent, proxy, and lawful agent attorney in fact (coupled with an interest) for all the Members, Optionholders and attorney-in-fact Warrantholders for all purposes under this Agreement including the full power and authority on the Members’, Optionholders’ and Warrantholders’ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to negotiate claims and disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, for the avoidance of doubt, the adjustment of Closing Cash Proceeds contemplated by Section 3.03), (iii) to receive and disburse to, or caused to be received or disbursed to, any Member, Optionholder or Warrantholder any funds received on behalf of such Member, Optionholder or Warrantholder under this Agreement (including, for the avoidance of doubt, any portion of the StockholdersMerger Consideration) or otherwise, (iv) to withhold any amounts received on behalf of any Member, Optionholder or Warrantholder pursuant to this Agreement (including, for and the avoidance of doubt, any portion of the Merger Consideration) or to satisfy (on behalf of the StockholdersMembers, with full power Optionholders and Warrantholders) any and all obligations or liabilities of substitution and authority to act any Member, Optionholder, Warrantholder or the Representative in the nameperformance of any of their commitments hereunder (including, place and stead for the avoidance of doubt, the Stockholders with respect to the Merger and the transactions contemplated by this Agreement, to act satisfaction of payment obligations (on behalf of the Stockholders in any litigation or arbitration involving this AgreementMembers, to give Optionholders and receive notices and communications on behalf of the Stockholders, and to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate Warrantholders) in connection with the transactions adjustment of Closing Cash Proceeds contemplated by this AgreementSection 3.03), including the power to (iv) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendmentsany amendment or waiver to this Agreement and the other agreements, waiversinstruments, Ancillary Agreements, stock powers, certificates and documents that contemplated hereby or executed in connection herewith (without the Representative deems necessary prior approval of any Member, Optionholder or appropriate Warrantholder), (vi) to receive and disburse to, or cause to be received or disbursed to, any individual pursuant to any incentive compensation agreement providing for a transaction bonus, in effect as of the Closing and (vii) to take all other actions to be taken by or on behalf of any Member, Optionholder or Warrantholder in connection with this Agreement and the consummation other agreements, instruments, and documents contemplated hereby or executed in connection herewith. Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the transactions contemplated Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Member and Optionholder. All decisions and actions by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred shall be binding upon each Member and Optionholder, and no Member, Optionholder or reasonably expects Warrantholder shall have the right to incur in connection with object, dissent, protest or otherwise contest the Stockholders’ same. The Representative shall have no duties or obligations under this Agreementhereunder, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreementany fiduciary duties, (iv) do or refrain from doing any further act or deed on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Stockholders could do if personally presentexcept those set forth herein, and (v) receive service such duties and obligations shall be determined solely by the express provisions of process in connection with any claims under this Agreement.

Representative. (a) Effective upon the receipt by the Company of the Requisite Stockholder Approval, by the approval of this Agreement, each Each Supporting Stockholder hereby irrevocably constitutes grants to, and appoints the appoints, Representative as the true and lawful its representative, agent and attorney-in-fact of the Stockholders, for and on behalf of the Stockholders, (with full power of substitution substitution), for and authority to act in the name, place and stead of such Supporting Stockholder, with the Stockholders same effect as if taken by such Supporting Stockholder, with respect full power and authority to take any and all actions and execute any and all documents and agreements in such Supporting Stockholder’s name, place and stead and on its behalf, with the same effect as if such action were taken or such document or agreement were executed by such Supporting Stockholder, in connection with any matter or thing relating to the Merger, the Merger Agreement, the Collateral Agreements and any of the transactions contemplated thereby, including, without limitation, the power and authority to (i) institute, make or pursue claims, counterclaims or defenses, (ii) enter into, modify, amend, implement or waive any contracts, including the Merger Agreement and the Collateral Agreements, (iii) compromise, surrender or settle any disputes or claims or make any other determination or take any other action or assert or compromise any claim relating to the Merger Agreement, the Collateral Agreements and any of the transactions contemplated by this Agreementthereby, to act on behalf of the Stockholders in including any litigation or arbitration involving this Agreement, to give and receive notices and communications on behalf of the Stockholders, and to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate adjustments in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation determination of the transactions contemplated by this AgreementActual Closing Working Capital, (iii) receive funds Actual Closing Cash, Actual Closing Indebtedness and make payments Actual Seller Transaction Expenses pursuant to Sections 2.7 and 2.8 of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay the fees and expenses of professionals incurred in connection with the transactions contemplated by this Merger Agreement, (iv) do or refrain from doing any further act or deed receive and deliver at the Closing certificates and other documents, (v) give and receive notices by and on behalf of such Supporting Stockholder, (vi) enter into amendments of the Stockholders Merger Agreement and the Collateral Agreements; provided, that Representative will not, as a result of such appointment, be granted the Representative deems necessary power and authority to take any action or appropriate enter into any agreement that (x) agrees or subjects any Supporting Stockholder to personal liability for claims or other liabilities, except as expressly provided herein, or (y) changes or modifies the ownership percentage in his sole discretion relating Holding (as of immediately prior to the subject matter Effective Time) of this Agreement as fully and completely as the Stockholders could do if personally presentsuch Supporting Stockholder, and (vvii) receive service of process in connection with any claims under this the Merger Agreement.

Representative. (a) Effective upon Participant hereby consents to the receipt by appointment of Fortis Advisors LLC (the Company of the Requisite Stockholder Approval, by the approval of this Agreement, each Stockholder hereby irrevocably constitutes “Representative”) as his or her agent and appoints the Representative as the true and lawful agent and attorney-in-fact with the powers and authority as set forth in the Merger Agreement. The Representative shall be the exclusive agent for and on behalf of Participant to (i) execute, as Stockholders’ Agent, the StockholdersMerger Agreement and any agreement or instrument entered into or delivered in connection with the transactions contemplated thereby; (ii) give and receive notices, instructions, and communications permitted or required under the Merger Agreement or any other agreement, document or instrument entered into or executed in connection therewith, for and on behalf of the StockholdersParticipant, with full power to or from Acquiror (on behalf of substitution and authority to act in the name, place and stead of the Stockholders with respect itself or any other Indemnified Person) relating to the Merger and Agreement or any of the transactions and other matters contemplated thereby (except to the extent that the Merger Agreement expressly contemplates that any such notice or communication shall be given or received by this Agreementeach Participant individually); (iii) review, negotiate and agree to act and authorize deliveries to Acquiror of from the Holdback Fund in satisfaction of claims asserted by Acquiror (on behalf of the Stockholders in itself or any litigation or arbitration involving this Agreementother Indemnified Person, including by not objecting to give and receive notices and communications on behalf such claims) pursuant to ARTICLE 8 of the Stockholders, and Merger Agreement; (iv) object to do such claims pursuant to Section 8.5 of the Merger Agreement; (v) consent or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnificationto, to authorize deliver to Buyer or such claims, resolve any Indemnified Party such claims, take any actions in connection with the resolution of any payment hereunderdispute relating hereto or to the transactions contemplated hereby by arbitration, settlement or otherwise, and to otherwise act take or forego any or all actions permitted or required of Participant or necessary in the judgment of the Stockholders’ Agent for the Stockholders accomplishment of the foregoing and all of the other terms, conditions and limitations of the Merger Agreement; (vi) consult with regard legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Converting Holders and Management Plan Participants; (vii) consent or agree to any amendment to the Merger Agreement or to waive any terms and conditions of the Merger Agreement providing rights or benefits to the Participants (other than with respect to the payment of the Merger Consideration) in accordance with the terms thereof and in the manner provided therein; and (viii) take all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems actions necessary or appropriate in connection with the consummation judgment of the transactions contemplated by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement, including amounts required to pay Agent for the fees and expenses of professionals incurred in connection with the transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf accomplishment of the Stockholders that foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Representative shall be the sole and exclusive means of asserting or addressing any of the above, and Participant shall not have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Representative. This appointment of agency and this power of attorney is coupled with an interest and will be irrevocable and will not be terminated by Participant or by operation of law, whether by the death or incapacity of Participant or the occurrence of any other event, and any action taken by the Representative deems necessary will be as valid as if such death, incapacity or appropriate in his sole discretion relating to other event had not occurred, regardless of whether or not any Converting Holder or Management Plan Participant or the subject matter of this Agreement as fully and completely as the Stockholders could do if personally present, and (v) receive service of process in connection with Representative will have received any claims under this Agreementnotice thereof.