Common use of Representative Clause in Contracts

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

Representative. (a) GS Capital Partners VI FundEffective upon the receipt by the Company of the Requisite Stockholder Approval, L.P. shall be by the approval of this Agreement, each Stockholder hereby irrevocably constitutes and appoints the Representative as the true and lawful agent and attorney-in-fact of the Stockholders, for each and on behalf of the Stockholders, with full power of substitution and authority to act in the name, place and stead of the Stockholders with respect to the Merger and the Optionholders transactions contemplated by this Agreement, to act on behalf of the Stockholders in any litigation or arbitration involving this Agreement, to give and receive notices and communications on behalf of the Stockholders, and to do or refrain from doing all such further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims for indemnification, to authorize deliver to Buyer or any Indemnified Party of any payment hereunder, and to otherwise act for the Stockholders with regard to all matters pertaining to indemnification referred to in this Agreement, (ii) execute and deliver all amendments, waivers, Ancillary Agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive funds and make payments of funds to pay any amounts that the Representative has incurred or reasonably expects to incur in connection with the Stockholders’ obligations under this Agreement Agreement, including amounts required to pay the fees and the other agreements contemplated hereby expenses of professionals incurred in accordance connection with the terms transactions contemplated by this Agreement, (iv) do or refrain from doing any further act or deed on behalf of the Stockholders that the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Section 11.12. In Agreement as fully and completely as the event Stockholders could do if personally present, and (v) receive service of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument process in writing signed by Parent and such successor Representativeconnection with any claims under this Agreement. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency shall be deemed coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective irrevocable, and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub Buyer and any other party to any document contemplated by this Agreement in dealing with the Representative Person may conclusively and absolutely rely, without inquiry, upon any act action of the Representative in all matters referred to herein. The Stockholders hereby confirm all that the Representative shall do or cause to be done by virtue of his appointment as the Representative. The Representative shall act for all Stockholders on all of the Stockholder matters set forth in this Agreement in the manner the Representative believes to be in the best interest of the Stockholders and consistent with the obligations under this Agreement, but the Representative shall not be responsible to the Stockholders for any losses or Optionholder damages the Stockholders may suffer by the performance of his duties under this Agreement (or any failure to perform such duties) and the Stockholders shall fully indemnify, on a joint and several basis, the Representative from and against any such losses or damages, other than any such losses or damages arising from his willful violation of any applicable Law or gross negligence in the performance of his duties as the Representative under this Agreement, including reasonable legal fees and other costs and expenses of defending against any claim arising out of such duties. Such indemnification obligation may be relieved satisfied by the Stockholders from any liability amount to any Person for any acts done by them be actually distributed to the Stockholders in accordance with the Escrow Agreement and the Exchange Agent Agreement (it being understood that the Representative shall be only entitled to a portion of any such act amount to be distributed to the Stockholders and that the Representative’s right to any portion of such amount pursuant to this clause shall be subject to the prior right of Indemnified Parties to make claims for Damages). (c) The Representative is not entitled to amend this Agreement or take any actions on behalf of the Stockholders prior to the receipt by the Company of the Requisite Stockholder Approval. The Representative may, in all questions arising hereunder, rely on the advice of counsel and other professionals, and for anything done, omitted or suffered in good faith by the Representative based on such advice, the Representative shall not be liable to anyone. Notwithstanding anything to the contrary contained in this Agreement, the Representative shall have no duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Stockholder shall otherwise exist against the Representative. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, and If the Representative shall not die, become disabled or otherwise be liable unable or unwilling to any Stockholder or Optionholder fulfill his responsibilities as agent of the Stockholders, then a majority in interest of the event that, Stockholders (based on the percentage of the Escrow Deposit to which they are entitled) shall appoint a successor agent for the Stockholders. The Person serving as the Representative may be replaced from time to time by the holders of a majority in interest of the exercise Stockholders (based on the percentage of its reasonable judgmentthe Escrow Deposit to which they are entitled). In either case, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The successor Representative shall be entitled to use promptly notify the funds constituting Buyer of the Representative Expense Amount, identity of such successor Representative. Any such successor shall become the “Representative” for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, purposes of this Agreement. All expenses incurred by the Representative in connection with the performance or discharge of its his duties pursuant to this Section 11.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that the as Representative shall be borne and paid exclusively by the agent and attorney-in-fact for each Stockholders. All of the Stockholders indemnities, immunities and powers granted to the Optionholders with full power and authority to act as Representative under and in accordance with this Agreement shall survive the terms termination of this Agreement. The parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer COMPANY: By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ The parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

Representative. (a) The Company agrees that GS Capital Partners VI FundVI, L.P. shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.1211.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representativerepresentative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, : (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to the extent within the power of the Stockholders and Optionholders to do so, to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders and the Optionholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and the Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the RepresentativeOptionholder. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or OptionholdersSub. (e) The Representative shall receive reimbursement from, and be entitled to use the funds constituting indemnified from, the Representative Expense AmountEscrow Account, for any and all expenses, charges and liabilities, including, but not limited to, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.12 11.13 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that the Representative shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders with full power and authority to act as Representative under and in accordance with the terms of this Agreement.

Representative. (a) GS Capital Partners VI FundFor purposes of this Agreement, L.P. the Escrowed Holders, by virtue of the approval of the Mergers and this Agreement and without any further action on the part of any such Escrowed Holder or the Company, shall be deemed to have consented to the appointment of the Representative, as the exclusive agent and attorney-in-fact under this Agreement, the Paying Agent Agreement, and the Escrow Agreement for and on behalf of each such Escrowed Holder and the taking by Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under and subject to the terms, conditions and limitations, of this Agreement, the Paying Agent Agreement, and the Escrow Agreement, including the exercise of the Stockholders power to (a) prepare, execute and the Optionholders to act as Representative under deliver this Agreement and the Transaction Documents to which it is a party, any document, certificate or other agreements contemplated hereby instrument required to be delivered by or on behalf of the Escrowed Holders and any amendments hereto and thereto, (b) authorize delivery to Parent and the Surviving Company of the Escrow Fund or any 99 portion thereof, in accordance satisfaction of Indemnification Claims, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims and to pursue remedies and Legal Proceedings in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Net Aggregate Consideration and any portion thereof, including, the Escrow Fund and the Representative Expense Amount, (f) to give and receive notices and communications hereunder, and (g) take all actions necessary in the judgment of Representative for the accomplishment of the foregoing (including engaging counsel, accountants or other advisors in connection with the foregoing matters) and all of the other terms, conditions and limitations of this Agreement, the Paying Agent Agreement, and the Escrow Agreement or that are specifically mandated by the terms of this Section 11.12Agreement. In Notwithstanding the event foregoing, the Representative shall have no obligation to act on behalf of the resignationEscrowed Holders, death or incapacity of the Representativeexcept as expressly provided herein, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Paying Agent Agreement), certificatesand for purposes of clarity, receipts, consents, elections, instructions and other documents contemplated by, or deemed by there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. The powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) are coupled with an interest and shall be necessary irrevocable and survive the death, incompetence, bankruptcy or desirable liquidation of any Escrowed Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Escrowed Holder of the whole or any fraction of his, her or its interest in the Escrow Fund. The Escrowed Holders and their successors will be bound by all actions taken by Representative in connection with, with this Agreement, the other agreements contemplated hereby Escrow Agreement, and the transactions contemplated herein Paying Agent Agreement as if expressly confirmed and ratified in writing by the Escrowed Holders, all defenses which may be available to any Escrowed Holder to contest, negate or therein. disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement, or the Paying Agent Agreement are waived, and Parent and Merger Sub the Surviving Company shall be entitled to rely on such appointment and to treat any action or decision of Representative.. Neither the Representative as nor its members, managers, directors, officers, contractors, agents and employees (collectively, the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the “Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representative. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger SubGroup”), will incur liability with respect to any action taken or omitted suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be taken genuine and to have been signed by the Representative in its role as Representative under proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction in connection with the acceptance or administration of the Representative’s responsibilities hereunder, under the Escrow Agreement or the Paying Agent Agreement, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement, unless such action the Escrow Agreement or omission results from or arises out of willful misconduct or gross negligence the Paying Agent Agreement, Representative may: (i) rely on the part advice of the Representativecounsel, and the Representative shall will not be liable to the Escrowed Holders for anything done, omitted or suffered in good faith by Representative based on such advice, (ii) rely upon the Allocation Schedule, (iii) rely upon any Stockholder signature believed by it to be genuine, and (iv) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Escrowed Holder or Optionholder in the event thatother party. The Escrowed Holders shall, in the exercise of its reasonable judgmentseverally and not jointly, based on their Indemnity Pro Rata Share, indemnify, defend and hold harmless the Representative believes there will not be adequate resources available to cover potential costs Group and expenses to contest a claim made by Parent or Merger Sub its successors and assigns from and against the Stockholders or Optionholders. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expensessuits, charges and actions, causes of action, losses, liabilities, includingdamages, but not limited toclaims, penalties, fines, forfeitures, fees, costs, judgments, amounts paid in settlement and expenses (including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge fees and court costs and fees and expenses of its duties pursuant to this Section 11.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that the Representative shall be the agent counsel and attorney-in-fact for each of the Stockholders and the Optionholders with full power and authority to act as Representative under experts and in accordance connection with the terms seeking recovery from insurers, and all expenses of this Agreement.document location, duplication and shipment) (collectively,

Representative. (a) GS Capital Partners VI FundThe Company Equityholders hereby appoint the Representative as the representative, L.P. shall be the agent and attorney-in-fact for each and agent of the Stockholders Company Equityholders in connection with the sale of the Company Shares and the Optionholders other transactions contemplated by this Agreement and the Escrow Agreement and in any litigation or arbitration involving this Agreement and/or the Escrow Agreement. In connection therewith, the Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Representative shall deem necessary or appropriate, and, except as otherwise expressly provided in this Agreement, shall have the power and authority to: (i) act for the Company Equityholders with regard to all matters pertaining to this Agreement and the Escrow Agreement; (ii) act for the Company Equityholders to transact matters of arbitration or litigation; (iii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Representative deems necessary or appropriate in connection with the sale of the Company Shares and the consummation of the other transactions contemplated by this Agreement or the Escrow Agreement; (iv) receive funds, make payments of funds, and give receipts for funds; (v) do or refrain from doing any further act or deed on behalf of the Company Equityholders that the Representative deems necessary or appropriate in its discretion relating to the subject matter of this Agreement or the Escrow Agreement as Representative fully and completely as the Company Equityholders could do if personally present; (vi) give and receive all notices required to be given or received by the Company Equityholders under this Agreement; (vii) give any written direction to the Escrow Agent; (viii) agree to, negotiate, enter into settlements and compromises of and comply with arbitration awards and court orders with respect to claims for indemnification made by the Buyer under Article VII; and (ix) receive service of process in connection with any claims under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor RepresentativeEscrow Agreement. (b) The Representative is hereby authorized All decisions and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled binding upon all Company Equityholders, and no Company Equityholder shall have the right to rely on such appointment and to treat object, dissent, protest or otherwise contest the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreementsame. (c) At the Closing, the Buyer shall pay the Representative Expense Amount to the Representative, which Representative Expense Amount shall be maintained by the Representative in a segregated account. The appointment Representative shall be reimbursed by the Company Equityholders (and not by the Buyer or the Company) for reasonable out-of-pocket expenses incurred in the performance of its duties (including the reasonable fees and expenses of counsel) under this Agreement from the Representative Fund and, if such fund is insufficient to pay such expenses, from the first proceeds from the Escrow Fund or Net Milestone Payments otherwise available for distribution to the Company Equityholders. Upon the determination of the Representative is an agency coupled with an interest and is irrevocable and any action taken by that the Representative pursuant Fund is no longer necessary in connection with any claim for indemnification under Article VII or any dispute regarding Milestone Payments, the Representative shall distribute to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act Company Equityholders (solely out of the Representative as Fund) the act Representative Account Payment. The Representative shall hold, invest, reinvest and disburse the Representative Fund in trust for all of the Stockholder or Optionholder Company Equityholders, and the Representative Fund shall not be used for any other purpose and shall not be relieved from available to the Buyer to satisfy any liability to any Person for any acts done by them in accordance with such act of the Representativeclaims hereunder. (d) The Representative shall treat confidentially and not be liable use other than in the performance of its duties as the Representative and not disclose any information disclosed to it pursuant to this Agreement to anyone except as required by Law, provided that (i) the Representative may disclose to legal counsel and other advisors under an obligation of confidentiality and non-use in such advisor’s capacity as such (for the purpose of advising the Representative and the Company Equityholders on any Stockholderinformation disclosed to the Representative pursuant to this Agreement), Optionholder (ii) the Representative (or legal counsel or other advisor to whom information is disclosed pursuant to clause (i) above) may disclose in any Legal Proceeding relating to this Agreement or the transactions contemplated hereby (or, in either case, discussion in preparation therefor) any information disclosed to the Representative pursuant to this Agreement and (iii) the Representative may disclose to its professional advisers and any member of its board (but not to any other Person Person, including any investor in any of the foregoing Persons) any information disclosed to the Representative, subject to the Persons to whom the disclosure is to be made agreeing with the Buyer in writing to restrictions on the disclosure and use of such information consistent with the restrictions to which the Representative is subject pursuant to this Section 1.7(d). (other than Parent e) The Company Equityholders may from time to time appoint another person to act as their representative, provided that such appointment shall not take effect until it has been notified to the Buyer in writing signed by or Merger Subon behalf of holders of Company Securities who held, as of immediately prior to the Closing, a majority (by voting power) of the then outstanding Company Securities) (the “Required Sellers”), with respect and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement. Upon any action taken replacement of the Representative, the Representative being replaced shall transfer to the new Representative the balance of any unexpended Representative Expense Amount. (f) Each Company Equityholder agrees that: (i) the Buyer shall be entitled to rely conclusively on the instructions and decisions of the Representative as to the determination of the Final Closing Adjustment and the Adjusted Purchase Price, the settlement of any disputes or omitted claims under this Agreement and the Escrow Agreement, or any other actions required or permitted to be taken by the Representative hereunder, and no party hereunder shall have any cause of action against the Buyer for any action taken by the Buyer in its role as Representative under reliance upon the instructions or decisions of the Representative; (ii) the provisions of this Section 1.7 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Equityholder may have in connection with the sale of the Company Shares and the other transactions contemplated by this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part ; (iii) remedies available at Law for any breach of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise provisions of its reasonable judgmentthis Section 1.7 are inadequate; therefore, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative Buyer shall be entitled to use temporary and permanent injunctive relief without the funds constituting necessity of proving damages if the Representative Expense AmountBuyer brings an action to enforce the provisions of this Section 1.7; and (iv) the provisions of this Section 1.7 shall be binding upon the executors, for heirs, legal representatives, personal representatives, successor trustees and successors of each Company Equityholder, and any references in this Agreement to a Company Equityholder shall mean and all expensesinclude the successors to the rights of each applicable Company Equityholder hereunder, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties whether pursuant to this Section 11.12 (testamentary disposition, the “Representative Expenses”)Laws of descent and distribution or otherwise. (f) Each Letter of Transmittal shall provide that the Representative shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders with full power and authority to act as Representative under and in accordance with the terms of this Agreement.

Representative. (a) GS Capital Partners VI FundAt the Effective Time, L.P. shall ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be constituted and appointed as the Representative, and the Representative hereby accepts such appointment. Each Indemnifying Securityholder and Indemnifying Founders, by virtue of its adoption of this Agreement and approval of the Merger, will be deemed to have appointed and constituted the Representative as their agent and true and lawful attorney-in-fact for each with the powers and authority as set forth in this Agreement. All such actions of the Stockholders Representative taken in accordance with this Section 7.16 shall be deemed to be facts ascertainable outside the merger agreement and shall be binding on the Optionholders Indemnifying Securityholders. The Representative will be the exclusive agent for and on behalf of the Indemnifying Securityholders and Indemnifying Founders to act as Representative under (1) enter into the Escrow Agreement; (2) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement and or any of the other agreements documents contemplated hereby by the Transactions; (3) authorize deliveries to Parent of cash or other property from the Escrow Funds and legally bind each Indemnifying Securityholder to pay cash directly to Parent in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (4) object to such claims in accordance with Section 7.6 and Section 7.13; (5) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, such claims; (6) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance; (7) subject to Section 6.3, execute for and on behalf of each Indemnifying Securityholder and Indemnifying Founder any amendment to this Agreement, the Escrow Agreement or any exhibit, annex or schedule hereto or thereto (including for the purpose of amending addresses or sharing percentages), (8) enter into any waiver or extension pursuant to Section 6.4 and (9) cause to be paid to the Indemnifying Securityholders any balance of the Representative Fund Amount not used in accordance with the terms of this Section 11.12the Escrow Agreement. In The Representative will be the event sole and exclusive means of asserting or addressing any of the resignation, death or incapacity above on behalf of the RepresentativeIndemnifying Securityholders and Indemnifying Founders, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered no Indemnifying Securityholder or Indemnifying Founder will have any right to act foron its own behalf with respect to any such matters, other than any claim or dispute against the Representative. This appointment of agency and on behalf of, any or all of the Stockholders and the Optionholders (with full this power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative attorney is an agency coupled with an interest and is will be irrevocable and will not be terminated by any Indemnifying Securityholder or Indemnifying Founder or by operation of Law, whether by the death or incapacity of any Indemnifying Securityholder or Indemnifying Founder or the occurrence of any other event, and any action taken by the Representative will be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not any Indemnifying Securityholder, Indemnifying Founder or the Representative will have received any notice thereof. All reasonable and documented expenses, if any, incurred by the Representative in connection with the performance of his, her or its duties as the Representative in connection with General Liability Claims will be borne and paid by the Indemnifying Securityholders according to their Aggregate Escrow Funding Percentage (the “General Representative Expenses”). All reasonable expenses, if any, incurred by the Representative in connection with the performance of his, her or its duties as the Representative in connection with Litigation Liability Claims will be borne and paid by the Indemnifying Founders according to their Unit Litigation Funding Percentage (the “Litigation Representative Expenses”). The Representative will have the right to recover General Representative Expenses from the Representative Fund as such General Representative Expenses are incurred. Following the termination of the General Escrow Claim Period, the resolution of all General Liability Claims and the satisfaction of all claims made by Indemnified Parties for Losses, the Representative will have the right to recover General Representative Expenses from the General Escrow Fund, if and only if no amounts are then remaining in the Representative Fund, prior to any distribution to the Indemnifying Securityholders, and prior to any such distribution, will deliver to the Escrow Agent a certificate setting forth the General Representative Expenses actually incurred with respect to General Liability Claims; provided, however, that no such expenses shall be recovered from the cash then on deposit in the General Escrow Fund attributable to an Indemnifying Securityholder who does not give their prior written consent to such reimbursement. Following the termination of the Litigation Escrow Claim Period, the resolution of all Litigation Liability Claims and the satisfaction of all claims made by Indemnified Parties for Losses, the Representative will have the right to recover Litigation Representative Expenses from the Litigation Escrow Fund prior to any distribution to the Indemnifying Founders, and prior to any such distribution, will deliver to the Escrow Agent a certificate setting forth the Litigation Representative Expenses actually incurred with respect to Litigation Liability Claims. In the event that neither the Representative Fund nor the Litigation Escrow Fund are available to reimburse the Representative for Litigation Representative Expenses, the Indemnifying Founders shall indemnify the Representative according to their Aggregate Litigation Funding Percentage for such expenses. No bond will be required of the Representative, and the Representative will not receive any compensation for the Representative’s services. Notices or communications to or from the Representative will constitute notice to or from each of the Indemnifying Securityholders or Indemnifying Founders, as applicable. (b) The Person serving as the Representative may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the General Escrow Fund upon not less than ten days’ prior written notice to Parent. The agency of the Representative may be changed only when the Person serving as the Representative is replaced pursuant to the authority granted preceding sentence. A vacancy in the position of Representative may be filled by the holders of a majority in interest of the cash then on deposit in the General Escrow Fund. If the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Indemnifying Securityholders will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until such successor is duly appointed and qualified to act hereunder. If there is not a Representative at any time, any obligation to provide notice to the Representative will be deemed satisfied if such notice is delivered to each of the Indemnifying Securityholders or Indemnifying Founders, as applicable, at their addresses last known to Parent. (c) The Representative will not be liable to any Indemnifying Securityholder or Indemnifying Founder for any act done or omitted in connection with the Representative’s services under this Section 11.12 shall Agreement or the Escrow Agreement while acting in good faith and any act done or omitted in accordance with the advice of counsel or other expert will be effective conclusive evidence of such good faith. The Indemnifying Securityholders and absolutely binding Indemnifying Founders, as applicable, will severally, but not jointly (based on each Stockholder their respective Aggregate Escrow Funding Percentage or Unit Litigation Funding Percentage, as applicable, compared to the total Aggregate Escrow Funding Percentage or Unit Litigation Funding Percentage of all of the Indemnifying Securityholders or Indemnifying Founders, respectively), indemnify the Representative from and Optionholder notwithstanding against any contrary action and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the reasonable fees and expenses of counsel and experts and their staffs and all reasonable expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or direction from in connection with the Representative’s execution and performance of this Agreement and the Escrow Agreement, in each case in such Stockholder person’s capacity as the Representative only, and as such Representative Loss is suffered or Optionholder. The death incurred; provided, that in the event that any such Representative Loss or incapacity, any portion of a Representative Loss is finally adjudicated to have been directly caused by the gross negligence or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency bad faith of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative will promptly reimburse the Indemnifying Securityholders or the Indemnifying Founders, as applicable, the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or bad faith. With respect to General Liability Claims, if not paid directly to the Representative by the Indemnifying Securityholders, any such Representative Losses may conclusively be recovered by the Representative from (i) the funds in the Representative Fund and absolutely rely(ii) the amounts in the General Escrow Fund at such time as remaining amounts in the General Escrow Fund would otherwise be distributable to the Indemnifying Securityholders. With respect to Litigation Liability Claims, without inquiryif not paid directly to the Representative by the Indemnifying Founders, upon any act such Representative Losses may be recovered by the Representative from the amounts in the Litigation Escrow Fund at such time as remaining amounts in the Litigation Escrow Fund would otherwise be distributable to the Indemnifying Founders. Notwithstanding the foregoing, while this section allows the Representative to be paid from the Representative Fund and the Escrow Funds, this does not relieve the Indemnifying Securityholders or Indemnifying Founders, as applicable, from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Indemnifying Securityholders, Indemnifying Founders or otherwise. The Indemnifying Securityholders and Indemnifying Founders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative as or the act termination of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representativethis Agreement. (d) The Representative shall will have reasonable access to information about the Surviving Entity and its then current officers and employees, as well as the reasonable assistance of the Company’s former officers and employees for purposes of performing its duties and exercising its rights hereunder; provided that the Representative will treat confidentially and not use or disclose the terms of this Agreement or any nonpublic information from or about Parent, Surviving Entity, or any Indemnified Person to anyone (except to the Indemnifying Securityholders, Indemnifying Founders or the Representative’s employees, attorneys, accountants, financial advisors or authorized representatives on a need to know basis, in each case who agree to treat such information confidentially), provided, however, that neither Parent nor the Surviving Entity will be liable obligated to provide such access or information if it determines, in its reasonable judgment, that doing so would violate applicable Law or any StockholderContract to which Parent, Optionholder the Surviving Entity or any of their Affiliates is a party or obligation of confidentiality owed by Parent, the Surviving Entity or any of their Affiliates to a third party, jeopardize the protection of attorney-client privilege or any rights of Parent or any Indemnified Person under the work-product doctrine or expose Parent or the Surviving Entity to risk of liability for disclosure of sensitive or personally identifiable information. The Representative will enter into a separate confidentiality agreement prior to being provided access to such information if requested by Parent. Notwithstanding anything in this Agreement to the contrary, any pre-Closing attorney-client privileged communications of the Company and its Subsidiaries that summarize, describe or refer to the Transactions or to negotiations relating to the Transactions (including all emails, correspondence, invoices, recordings and other documents or files, evidencing or reflecting communications between the Company, its Subsidiaries and their respective counsel, and all files maintained by the Company’s or any other Person of its Subsidiaries’ law firm or legal counsel ) (other than Parent the “Communications”) will not become attorney-client privileged communications of the Surviving Entity, but will instead become attorney-client privileged Communications of the Representative; provided, however, that in the case of any good faith allegation of fraud perpetrated by the Company or Merger Sub)its representatives in connection with the Transactions or negotiations relating to the Transactions, the Representative hereby agrees to waive the attorney client privilege with respect to any action taken attorney client communications received or omitted sent by any of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ that would reflect Knowledge of the Company or information Known to the Company relating to such allegation. The Representative will cause all Communications stored on the Company’s servers prior to the Closing to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholderspreserved. (e) The Representative shall be entitled to use the funds constituting (i) reasonably inform each Indemnifying Securityholder of all material actions taken in its capacity as the Representative Expense Amountwith respect to all material matters arising under or with respect to this Agreement, for (ii) not take any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by action in its capacity as the Representative that materially adversely affects the rights or obligations of any Indemnifying Securityholder in any manner materially different from the performance other Indemnifying Securityholders without the prior written consent of such Indemnifying Securityholder, and (iii) shall not take any action in its capacity as the Representative (to the extent the Representative has any authority to do so) to amend, waive or discharge otherwise modify any provision of its duties pursuant to this the Joinder Agreement with the Insight Unitholders and Accel Unitholders, the last sentence of Section 11.12 (1.5(a) or Section 1.4(h) without the “Representative Expenses”)prior written consent of the Indemnifying Securityholder(s) party thereto or effected thereby, as the case may be. (f) Each Letter of Transmittal shall provide that By its signature to this Agreement, the initial Representative shall be hereby accepts the agent appointment contained in this Agreement, as confirmed and attorney-in-fact for each of the Stockholders extended by this Agreement, and the Optionholders with full power and authority agrees to act as the Representative under and in accordance with to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement.

Representative. (a) GS Capital Partners VI Fund, L.P. The Person designated by the Stockholders to act as Representative shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders to act as the Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.1211.13. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in by this Agreement and the other agreements contemplated hereby including, without limitation, : (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to (x) rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder(y) assume that all actions, decisions and determinations of the Representative are fully authorized. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 11.13 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or OptionholderStockholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the RepresentativeStockholder. (d) The Representative shall not be liable to any Stockholder, Optionholder Stockholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his, her or its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or OptionholdersSub. (e) The Representative shall receive reimbursement from, and be entitled indemnified from, the Escrow Account and the Indemnity Escrow Account (to use the extent any funds constituting are released therefrom pursuant to Section 3.4(b) for payment of the Representative Expense AmountPer Share Indemnity Escrow Release Amount to the Stockholders), for any and all reasonable and documented out-of-pocket expenses, charges and liabilities, including, but not limited to, reasonable including attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.12 11.13, except for any liability imposed by Law for gross negligence or willful misconduct (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that the Representative shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders with full power and authority to act as Representative under and in accordance with the terms of this Agreement.

Representative. (a) GS Capital Partners VI FundEffective upon and by virtue of the Stockholder Approval, L.P. shall be the agent and attorney-in-fact for each without any further act of any of the Stockholders and or Optionholders, the Optionholders to act as Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act forirrevocably appointed as the representative, agent, proxy, and on behalf of, any or attorney in fact (coupled with an interest) for all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and 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 avoidance of doubt, any portion of the Merger Consideration) or otherwise, (iv) to withhold any amounts received on behalf of any Stockholder or Optionholder pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy (on behalf of the Stockholders and Optionholders) any and all obligations or liabilities of any Stockholder, Optionholder or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Stockholders and Optionholders) in connection with the adjustment of Allocable Amount contemplated by Section 3.03 or the indemnification of the Purchaser Indemnified Parties under Article XI), (v) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of any Stockholder or Optionholder), (vi) to receive and disburse to, or cause to be received or disbursed to, any individual pursuant to any incentive compensation agreement providing for a transaction bonus, in effect as of the Closing and (vii) to take all other actions to be taken by or on behalf of any Stockholder or Optionholder in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Stockholder and Optionholder. All decisions and actions by the Representative shall be binding upon each Stockholder and Optionholder, and no Stockholder or Optionholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Agreement. (b) Effective upon and by virtue of the Stockholder Approval, and without any further act of any of the Stockholders or Optionholders, the Representative and its Non-Recourse Parties shall be indemnified, held harmless and reimbursed by each Stockholder and Optionholder severally (based on each Stockholder’s and Optionholder’s Indemnity Allocation Percentage), and not jointly, against all costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Stockholders and Optionholders) in connection with the adjustment of Allocable Amount contemplated by Section 3.03 or the indemnification of the Purchaser Indemnified Parties under Article XI). Any and all amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement are on behalf of the Stockholders and Optionholders (and, not for the avoidance, on behalf of the Representative in any other capacity, as a Stockholder or otherwise). (c) The appointment of Neither the Representative is an agency coupled with an interest and is irrevocable and nor any action taken by the Representative pursuant of its Non-Recourse Parties shall incur any liability to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency by virtue of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act failure or refusal of the Representative as or any of its Non-Recourse Parties for any reason to consummate the act transactions contemplated hereby or relating to the performance of their duties hereunder, except for actions or omissions constituting Fraud. The Representative and its Non-Recourse Parties shall have no liability in respect of any action, claim or proceeding brought against any such Person by any Stockholder or Optionholder, regardless of the Stockholder legal theory under which such liability or Optionholder and shall obligation may be relieved from sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if any liability to such Person took or omitted taking any Person for any acts done by them action in accordance with such act of the Representativegood faith. (d) If the Representative pays or causes to be paid any amounts (on behalf of the Stockholders and Optionholders) in connection with any obligation or liability of a Stockholder or Optionholder in connection with the transactions contemplated hereby (including, for the avoidance of doubt, the adjustment of Allocable Amount contemplated by Section 3.03 or the indemnification of the Purchaser Indemnified Parties under Article XI), any such payments and the reasonable expenses of the Representative incurred in administering or defending the underlying dispute or claim may be reimbursed, when and as incurred, from the Representative Holdback Amount (and, if not so reimbursed from the Representative Holdback Amount, the Representative shall be indemnified, held harmless and reimbursed by each Stockholder and Optionholder severally (based on each Stockholder’s and Optionholder’s Indemnity Allocation Percentage), and not jointly, for such amount(s)). The Representative shall not may, in its sole and absolute discretion, distribute, or caused to be liable distributed, any or all of the funds received or held by it on behalf of the Stockholders and Optionholders (including, for the avoidance of doubt, any portion of the Merger Consideration) to one or more Stockholders or Optionholders at any Stockholdertime after the date hereof, Optionholder or to any other Person which such distribution(s) of funds may be different (other than Parent or Merger Sub)i.e., with respect to any action taken amount, timing, conditionality or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out otherwise) for each Stockholder and Optionholder. Upon full reimbursement of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilitiescosts, including, but not limited to, reasonable attorneys’ fees, obligations or liabilities incurred by the Representative in the performance or discharge of its duties pursuant hereunder, the Representative shall distribute, or caused to this Section 11.12 be distributed, all remaining funds held by it on behalf of the Stockholders and Optionholders to the Stockholders and Optionholders; provided, that to ensure compliance with Treasury Regulation §1.409A-3(i)(5)(iv), the Optionholders shall not be entitled to receive any payment, and no payment shall be made to the Optionholders, in connection with the transaction contemplated hereby later than the date which is five (5) years after the “Closing Date (it being understood that the Stockholders may receive payments after the date which is five (5) years after the Closing Date, including, for the avoidance of doubt, amounts that, if paid prior to the date which is five (5) years after the Closing Date, would have been paid to the Optionholders). (e) Notwithstanding anything to the contrary set forth herein, the Representative Expenses”)and its Affiliates shall not be liable for any Loss to any Stockholder or Optionholder for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Purchaser or the Merger Sub or the Surviving Corporation. (f) Each Letter of Transmittal shall provide that Except as may have been expressly and specifically agreed to in writing by a Stockholder or Optionholder, on the one hand, and ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP (“K&E LLP”), on the other hand, and except for the Representative (i) K&E LLP has not and is not representing, and shall not be deemed to have represented any Stockholder or Optionholder in connection with the agent transactions contemplated hereby, and attorney-in-fact for (ii) K&E LLP has not and is not providing any advice or counsel (including legal advice or counsel), and shall not be deemed to have provided counsel or advice, to any Stockholder or Optionholder in connection with the transactions contemplated hereby. Each Stockholder and Optionholder agrees that K&E LLP may represent the Representative in any matter related to the transaction completed hereby including matters which maybe adverse to such Stockholders or Optionholders and, in furtherance thereof, each Stockholder and Optionholder consents to, and waives, without limitation, restriction or condition of any kind, any actual or potential conflict or other actual or potential objection with respect to K&E LLP’s representation of the Stockholders and Representative in any matter related to the Optionholders with full power and authority to act as Representative under and in accordance with the terms of this Agreementtransaction completed hereby.

Representative. Effective upon approving this Agreement and the transactions contemplated hereby or by executing and delivering a Stockholder Written Consent, Stockholder Letter of Transmittal, Optionholder Letter of Transmittal or Warrant Holder Consent Agreement, each Stockholder (other than Stockholders properly exercising appraisal rights for Dissenting Shares), Vested Optionholder and Warrant Holder will, as a specific term of the Merger, be deemed to have agreed that: (a) GS Capital Partners VI FundThe Representative is irrevocably constituted and appointed as the representative, L.P. shall be exclusive agent, proxy, and attorney in fact (coupled with an interest) for all such Persons for all purposes under this Agreement including the agent full power and attorney-in-fact for each of authority on such Person’s behalf: (i) to consummate the Stockholders and the Optionholders to act as Representative transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby in accordance with the terms of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) executed in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in herewith, (ii) to negotiate Claims and disputes arising under, or relating to, this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, without limitationfor the avoidance of doubt, (i) to receive all payments owing to the Stockholders or the Optionholders adjustment of Closing Proceeds contemplated by Section 3.03 and Claims for indemnification under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated herebyArticle XI), (iii) to act as cause to be received or disbursed to, any Indemnifying Securityholder any funds received on behalf of such Indemnifying Securityholder under this Agreement (including, for the representative avoidance of doubt, any portion of the Stockholders to review and authorize all claims and disputes Merger Consideration) or question the accuracy thereofotherwise, (iv) to negotiate and compromise on their behalf with Parent direct withholding of any claims asserted thereunder and to authorize payments amounts to be made received by any Indemnifying Securityholder pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy (on behalf of the Indemnifying Securityholders) any and all obligations or liabilities of any Indemnifying Securityholder or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Indemnifying Securityholders) in connection with respect theretothe adjustment of Closing Proceeds contemplated by Section 3.03 or the indemnification of the Parent Indemnified Parties under Article XI), (v) to take such further actions as are authorized in execute and deliver any amendment or waiver to this Agreement or and the other agreements agreements, instruments, and documents contemplated hereby, hereby or executed in connection herewith (without the prior approval of any Indemnifying Securityholder) and (vi) to take, or refrain from taking, all other actions to be taken by or on behalf of any Indemnifying Securityholder or as deemed necessary by the Representative in generalconnection with this Agreement, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the any other agreements contemplated in this Agreement)agreements, certificatesinstruments, receipts, consents, elections, instructions and other documents contemplated byhereby or executed in connection herewith. The powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the Merger and the death, incapacity, bankruptcy, dissolution or deemed liquidation of each Indemnifying Securityholder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Indemnifying Securityholder of the whole or any fraction of his, her or its interest in the Indemnification Escrow Funds. All decisions and actions by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representative. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative shall be binding upon each Indemnifying Securityholder and such Indemnifying Securityholder’s successors as if expressly confirmed and ratified in its role as writing by such Indemnifying Securityholder, and no Indemnifying Securityholder shall have the right to object, dissent, protest or otherwise contest the same, except for decisions, actions or omissions of the Representative constituting willful misconduct. The Representative shall have no duties or obligations hereunder or under the Escrow Agreement, including any fiduciary duties, except those set forth herein and in the Escrow Agreement, and such duties and obligations shall be determined solely by the express provisions of this Agreement and the Escrow Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule; (b) Certain Indemnifying Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, Agreement and the Representative engagement agreement (such Indemnifying Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Representative Group”), shall not be liable to any Indemnifying Securityholder for any act done or omitted hereunder, under the Escrow Agreement or under the Representative engagement agreement as the Representative Group while acting in good faith (and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith) and without gross negligence or willful misconduct. The Representative Group shall be indemnified, defended, held harmless and reimbursed by each Indemnifying Securityholder severally (based on each Indemnifying Securityholder’s Indemnity Allocation Percentage), and not jointly, against all losses, liabilities, claims, damages, fees, costs, expenses (including reasonable attorneys’ fees and costs of other skilled professional and in connection with seeking recovery from insurers), judgments, fines and amounts paid or incurred by the Representative Group in connection with any Claim, action, suit or proceeding to which the Representative Group is made a party by reason of the fact that such Person is or was acting as the Representative Group pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations on behalf of the Indemnifying Securityholder) (collectively, the “Representative Expenses”). Any and all amounts paid or incurred by the Representative Group in connection with any Claim, action, suit or proceeding to which the Representative Group or such other Person is made a party by reason of the fact that it is or was acting as the Representative Group pursuant to the terms of this Agreement are on behalf of the Indemnifying Securityholders (and, not for the avoidance, on behalf of the Representative in any other capacity, as a Stockholder or Optionholder in otherwise); (c) The Representative Group shall not incur any liability to any Indemnifying Securityholder by virtue of the event that, in the exercise failure or refusal of its reasonable judgment, the Representative believes there will not Group for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder. The Representative Group shall have no liability in respect of any action, Claim or proceeding brought against any such Person by any Indemnifying Securityholder, regardless of the legal theory under which such liability or obligation may be adequate resources available sought to cover potential costs be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if any such Person took or omitted taking any action in good faith; (d) Representative represents and expenses warrants that it is a limited liability company, duly organized, validly existing and in good standing under the Laws of Delaware, and it has the requisite limited liability company power and authority, and has taken all limited liability company action necessary or required, to contest execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by Representative and, assuming that this Agreement constitutes a claim made by Parent or Merger Sub against valid and binding obligation of the Stockholders or Optionholders.other parties hereto, constitutes a valid and binding obligation of Representative, subject to the Laws of agency; (e) The Representative may resign upon thirty (30) day notice in the event of circumstances rendering it impracticable for the Representative to continue to effectively serve, including amendments increasing Representative’s responsibilities without its consent or failure to pay amounts due to Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. The rights and obligations of the Representative pursuant to this Agreement, and the grant of authority to such Representative set forth in this Section 12.13 may be assigned from time to time or a vacancy in such position may be filled upon written consent of the Indemnifying Securityholders receiving a majority-in-interest of the Merger Consideration received in the aggregate by the Indemnifying Securityholders; provided, however, that no such assignment shall be entitled effective unless and until (i) evidence of the consent referred to use in the funds constituting immediately preceding sentence is provided to Parent and (ii) the assignee of such rights and obligations becomes a party to this Agreement by executing a joinder in a form reasonably acceptable to Parent. Upon any such assignment, the Person accepting and assuming the rights and obligations of the Representative Expense shall become, for all purposes, the Representative hereunder; (f) If the Representative incurs or pays or causes to be paid, any Representative Expenses (on behalf of the Indemnifying Securityholders) in connection with any obligation or liability of the Representative or of an Indemnifying Securityholder in connection with the transactions contemplated hereby (including, for the avoidance of doubt, the Purchase Price Adjustments or the indemnification of the Parent Indemnified Parties under Article XI), any such Representative Expenses incurred may be reimbursed, first, when and as incurred, from the Representative Holdback Amount, second, and, if not so reimbursed from the Representative Holdback Amount, then the Representative shall be reimbursed from any distribution of the Indemnification Escrow Funds otherwise distributable to the Indemnifying Securityholders at the time of distribution, and third, the Representative shall be indemnified, held harmless and reimbursed directly by each Indemnifying Securityholder severally (based on each Indemnifying Securityholder’s Indemnity Allocation Percentage), and not jointly, for such amount(s)). The Indemnifying Securityholders acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (g) The Representative Holdback Amount shall be held by the Representative in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative letter agreement, or (ii) as otherwise determined by the Advisory Group. The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Representative Holdback Amount other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Holdback Amount, and has no tax reporting or income distribution obligations. The Indemnifying Securityholders will not receive any interest on the Representative Holdback Amount and assign to the Representative any such interest. Subject to Advisory Group approval, the Representative may contribute funds to the Representative Holdback Amount from any consideration otherwise distributable to the Indemnifying Securityholders. Following the resolution of all expensesClaims and the termination of the Representative’s duties and obligations hereunder, charges under the Escrow agreement and liabilitiesunder the Representative engagement agreement, including, but not limited to, reasonable attorneys’ fees, and upon full reimbursement of all Representative Expenses incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.12 (hereunder, under the “Escrow Agreement or under the Representative Expenses”). (f) Each Letter of Transmittal shall provide that engagement agreement, the Representative shall distribute, or caused to be distributed, all remaining funds in the agent and attorney-in-fact for each Representative Holdback Amount held by it on behalf of the Stockholders Indemnifying Securityholders to Paying Agent for further distribution to the Indemnifying Securityholders; (h) The Representative shall be entitled to: (i) rely upon the Final Securityholder Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the Optionholders with full power applicable Indemnifying Securityholder or other party; and (i) Notwithstanding anything to the contrary set forth herein, the Representative Group and authority its Affiliates shall not be liable for any loss to any Indemnifying Securityholder for any action taken or not taken by the Representative Group or for any act as Representative under and or omission taken or not taken in accordance with reliance upon the terms of this Agreementactions taken or not taken or decisions, communications or writings made, given or executed by the Parent or the Merger Sub or the Surviving Corporation.

Representative. (a) GS Capital Partners VI FundAt the Effective Time, L.P. shall ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III will be constituted and appointed as the Representative, and the Representative hereby accepts such appointment. Each Indemnifying Securityholder, by virtue of its adoption of this Agreement and approval of the Merger, will be deemed to have appointed and constituted the Representative as their agent and true and lawful attorney-in-fact with the powers and authority as set forth in this Agreement. The Representative will be the exclusive agent for each and on behalf of the Stockholders Indemnifying Securityholders to (1) enter into the Escrow Agreement; (2) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Person) and/or the Optionholders Escrow Agent relating to act as Representative under this Agreement, the Escrow Agreement and or any of the other documents contemplated by the Transactions (other than Letters of Transmittal, Non-competition agreements, Offer Letters and any other agreements contemplated hereby respecting post-Closing services to Parent or any of its Subsidiaries (including the Surviving Entity and its Subsidiaries) (collectively, the “Excluded Agreements”), with respect to which the Representative has no authority); (3) 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 with respect to, such claims; (6) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance; (7) subject to Section 6.1, 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 terms of this Section 11.12the Escrow Agreement; and (11) execute such further instruments of assignment as Parent shall reasonably request. In The Representative will be the event sole and exclusive means of asserting or addressing any of the resignation, death or incapacity above on behalf of the RepresentativeIndemnifying Securityholders, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered no Indemnifying Securityholder will have any right to act foron its own behalf with respect to any such matters, other than any claim or dispute against the Representative. All decisions and on behalf of, any or actions by the Representative (to the extent authorized by this Agreement) shall be binding upon all of the Stockholders Indemnifying Securityholders, and no Indemnifying Securityholder shall have the Optionholders (with full right to object, dissent, protest or otherwise contest the same. This appointment of agency and this power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative attorney is an agency coupled with an interest and is will be irrevocable and will not be terminated by any Indemnifying Securityholder or 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 pursuant to the authority granted in this Section 11.12 shall will be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from as valid as if such Stockholder or Optionholder. The death or incapacitydeath, or dissolution incapacity or other termination event had not occurred, regardless of existence, of whether or not any Stockholder Indemnifying Securityholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely relywill have received any notice thereof. All expenses, without inquiryif any, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representative. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken incurred by the Representative in connection with the performance of his, her or its role duties as the Representative under or (including in connection with this AgreementLiability Claims) will be borne and paid by the Indemnifying Securityholders according to their respective Indemnification Percentages (the “Representative Expenses”). The Representative will have the right to recover Representative Expenses from the Representative Fund as such Representative Expenses are incurred. Following resolution of the post-Closing Merger Consideration adjustment and following the termination of the Escrow Claim Period, unless the resolution of all Liability Claims and the satisfaction of all claims made by Indemnified Persons for Losses, the Representative will have the right to recover Representative Expenses from Adjustment Fund or the Escrow Fund, respectively, and in its sole discretion to direct all or any portion of amounts otherwise to be released to the Indemnifying Securityholders into the Representative Fund by delivering to the Escrow Agent written instructions specifying the portion of such action or omission results from or arises out of willful misconduct or gross negligence on amounts to be directed to the part Representative Fund. No bond will be required of the Representative, and the Representative shall will not be liable receive any compensation for the Representative’s services. Notices or communications to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, from the Representative believes there will not be adequate resources available constitute notice to cover potential costs and expenses or from each of the Indemnifying Securityholders with respect to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) matters covered hereby. The Representative shall be entitled to use 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 funds constituting 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 Indemnifying 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 Expense Amountin connection therewith. (b) The Person serving as the Representative may be replaced from time to time, by the holders of a majority in interest of the Escrow Funding Percentages upon not less than ten days’ prior written notice to Parent. The agency of the Representative may be changed only when the Person serving as the Representative is replaced pursuant to the preceding sentence. A vacancy in the position of Representative may be filled by the holders of a majority in interest of the Escrow Funding Percentages. If the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Indemnifying Securityholders will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until such successor is duly appointed and qualified to act hereunder. If there is not a Representative at any time, any obligation to provide notice to the Representative will be deemed satisfied if such notice is delivered to each of the Indemnifying Securityholders at their addresses last known to Parent, which will be the address set forth in the Spreadsheet unless the Representative provides notice to Parent of a different address in the manner described in Section 8.3. (c) The Representative will not be liable to any Indemnifying Securityholder for any act done or omitted in connection with the Representative’s services under this Agreement or the Escrow Agreement while acting in good faith and all expenses, charges and liabilities, includingany act done or omitted in accordance with the advice of counsel or other expert will be conclusive evidence of such good faith. The Indemnifying Securityholders will ratably according to their Indemnification Percentages, but not limited tojointly and severally, reasonable attorneys’ fees, incurred by indemnify the Representative in the performance or discharge of and its duties pursuant to this Section 11.12 Affiliates and their respective partners, members, officers, managers, directors, employees, agents and representatives (the “Representative ExpensesGroup”)) from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the reasonable fees and expenses of counsel and experts and their staffs and all reasonable expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s performance of this Agreement and the Escrow Agreement, in each case as such Representative Loss is suffered or incurred; provided that in the event that any such Representative Loss or any portion of a Representative Loss is finally adjudicated to have been directly caused by the gross negligence or bad faith of the Representative, the Representative will promptly reimburse the Indemnifying Securityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or bad faith. If not paid directly to the Representative by the Indemnifying Securityholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative Fund, (ii) the amounts in the Adjustment Fund at such time as remaining amounts in the Adjustment Fund would otherwise be distributable to the Indemnifying Securityholders and (iii) the amounts in the Escrow Fund at such time as remaining amounts in the Escrow Fund would otherwise be distributable to the Indemnifying Securityholders. Notwithstanding the foregoing, while this section allows the Representative to be paid from the Representative Fund, the Adjustment Fund and the Escrow Fund, this does not relieve the Indemnifying Securityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Indemnifying Securityholders or otherwise. The Indemnifying Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (fd) Each Letter Until the Special Claim Period Expiration Date, or if earlier, at such time as there are no amounts remaining in the Escrow fund, Parent shall use commercially reasonable efforts to preserve and retain, or to cause the Company and the Subsidiaries to preserve and retain, all material accounting, Tax, legal, auditing and other books and records of Transmittal shall the Company and its Subsidiaries in accordance with the same procedures and document retention policies that Parent uses for its equivalent materials. Parent will provide the Representative with reasonable access to, and the right to inspect and copy, all such information about the Surviving Entity and its Subsidiaries and the reasonable assistance of the Company’s former officers and employees for purposes of performing its duties and exercising its rights hereunder; provided that the Representative shall will treat confidentially and not use or disclose the terms of this Agreement or any nonpublic information from or about Parent, Surviving Entity, or any Indemnified Person to anyone (except to the Indemnifying Securityholders or the Representative’s employees, attorneys, accountants, financial advisors or authorized representatives on a need to know basis, in each case who agree to treat such information confidentially), provided, however, that neither Parent nor the Surviving Entity will be obligated to provide such access or information if doing so would violate applicable Law or any Contract to which Parent, the agent and Surviving Entity or any of their Affiliates is a party or obligation of confidentiality owed by Parent, the Surviving Entity or any of their Affiliates to a third party, jeopardize the protection of attorney-inclient privilege (giving effect to reasonable arrangements such as common interest agreements to preserve such privilege) or any rights of Parent or any Indemnified Person under the work-fact product doctrine or expose Parent or the Surviving Entity to risk of liability for each disclosure of sensitive or personally identifiable information. The Representative acknowledges that, as a holder of Company Units immediately prior to the Effective Time, the Representative is subject to the confidentiality requirements of clause (iii) of Section 4.1, which will apply to the Representative in such capacity as well. If requested by Parent, the Representative will enter into a separate confidentiality agreement in substantially the form of the Stockholders Confidentiality Agreement referred to in Section 4.1, as modified thereby and otherwise as mutually agreeable, prior to being provided access to such information. (e) By its signature to this Agreement, the Optionholders with full power initial Representative hereby accepts the appointment contained in this Agreement, as confirmed and authority extended by this Agreement, and agrees to act as the Representative under and in accordance with to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement.

Representative. (a) GS Capital Partners VI FundEach Equityholder hereby irrevocably constitutes and appoints Seller as the “Representative” for the purpose of performing and consummating the transactions contemplated by this Agreement, L.P. shall be and appoints the Representative as the agent and true and lawful attorney-in-in- fact of such Equityholder, with full power of substitution, to act in the name, place, and stead of such Equityholder for each purposes of executing any documents and taking, or refraining from taking, any actions the Representative determinates to be necessary, desirable, or appropriate in connection with this Agreement or the other Transaction Documents. The appointment of Seller as the Representative is coupled with an interest and all authority hereby conferred shall be irrevocable and the Representative is hereby authorized and directed to perform and consummate on behalf of the Stockholders and Equityholders all of the Optionholders to act as Representative under transactions contemplated by this Agreement and the Transaction Documents. (b) Not by way of limiting the authority of the Representative, each and all of Equityholders, for themselves and their respective heirs, executors, administrators, successors and assigns, hereby authorize the Representative to: (i) waive any provision of this Agreement which the Representative deems necessary or desirable; (ii) execute and deliver on behalf of the Equityholders all documents and instruments which may be executed and delivered pursuant to this Agreement and the Transaction Documents, including without limitation the Company Units and any transfer documentation with respect thereto; (iii) calculate, negotiate and agree to any adjustments to the Purchase Price; (iv) make and receive notices and other agreements communications pursuant to this Agreement and service of process in any legal action or other proceeding arising out of or related to this Agreement or any of the transactions contemplated hereunder; (v) contest, negotiate, defend, compromise or settle any action, Claims or disputes arising out of or related to this Agreement or any of the transactions contemplated hereunder through counsel selected by the Representative and solely at the cost, risk and expense of the Equityholders; (vi) satisfy any indemnification amounts owed pursuant to the terms herein (vii) agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such indemnification obligations or actions, Claims or disputes; (viii) resolve any actions, Claims or disputes arising from the Equityholders’ indemnification obligations hereunder; (ix) take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by arbitration, settlement or otherwise; (x) receive and distribute all or any portion of the Purchase Price or any other payment owing to the Equityholders hereunder in accordance with the terms of this Section 11.12. In herein or therein; (xi) appoint or provide for successor agents; (xii) select, retain, hire and consult with legal counsel, independent public accountants and other experts, solely at the event cost and expense of the resignation, death Equityholders; (xiii) pay expenses incurred or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter which may be appointed incurred by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and or on behalf of, of any Equityholder in connection with this Agreement; and (xiv) take or forego any or all actions permitted or required of any Equityholder or necessary in the judgment of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary Representative for the consummation accomplishment of the transactions contemplated in this Agreement foregoing and all of the other agreements contemplated hereby includingterms, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative conditions and limitations of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of Each Equityholder agrees that the Representative is an agency coupled with an interest and is irrevocable and shall have no liability to the Equityholders for any action taken act or omission by the Representative pursuant to the authority granted in as permitted under this Section 11.12 shall be effective 9.16, excepting only actions taken in bad faith, and absolutely binding on each Stockholder Equityholder hereby irrevocably waives and Optionholder notwithstanding releases any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with Claims it may have against the Representative may conclusively for his acts and absolutely rely, without inquiry, upon omissions hereunder other than any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them actions taken in accordance with such act of the Representativebad faith. (d) The Representative shall not be liable to any StockholderEACH EQUITYHOLDER UNDERSTANDS AND ACKNOWLEDGES THAT HE OR SHE IS: (A) AUTHORIZING THE REPRESENTATIVE TO ACT FOR THE EQUITYHOLDERS, Optionholder or to any other Person COLLECTIVELY AND INDIVIDUALLY, WITH BROAD POWERS; AND (other than Parent or Merger Sub)B) AGREEING THAT THE REPRESENTATIVE WILL NOT BE LIABLE TO THE EQUITYHOLDERS, with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this AgreementCOLLECTIVELY OR INDIVIDUALLY, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. UNLESS THE REPRESENTATIVE ACTS IN BAD FAITH. EACH EQUITYHOLDER FURTHER ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED TO SEEK INDEPENDENT AND SEPARATE COUNSEL PRIOR TO SIGNING THIS AGREEMENT AND HAS HAD THE OPPORTUNITY TO DO SO. (e) The Representative shall be entitled to use In the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that the Representative shall be the agent and attorney-in-fact for each event of the Stockholders and the Optionholders with full power and authority failure or refusal of Seller to act as the Representative under and in accordance with the terms Equityholders shall promptly appoint one of the Equityholders as their agent for purposes of this AgreementAgreement and this Section 9.16.

Representative. (a) GS Capital Partners VI Fund, L.P. shall be the agent Effective upon and attorney-in-fact for each by virtue of the Stockholders Member Approval, and the Optionholders to without any further act as Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event any of the resignationMembers or Optionholders, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act forirrevocably appointed as the representative, agent, proxy, and on behalf of, any or attorney in fact (coupled with an interest) for all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders 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, 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 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 Merger Consideration) or otherwise, (iv) to withhold any amounts received on behalf of any Member or Optionholder pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy (on behalf of the Members and Optionholders) any and all obligations or liabilities of any Member, Optionholder or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Members and Optionholders) in connection with the adjustment of Closing Cash Proceeds contemplated by Section 3.03), (v) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of any Member or Optionholder), (vi) to receive and disburse to, or cause to be received or disbursed to, any individual pursuant to any incentive compensation agreement providing for a transaction bonus, in effect as of the Closing and (vii) to take all other actions to be taken by or on behalf of any Member 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 Member and Optionholder. All decisions and actions by the Representative shall be binding upon each Member and Optionholder, and no Member 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. (b) Effective upon and by virtue of the Member Approval, and without any further act of any of the Members or Optionholders, the Representative and its Non-Recourse Parties shall be indemnified, held harmless and reimbursed by each Member and Optionholder severally (based on each Member’s and Optionholder’s Allocation Percentage), and not jointly, against all costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Members and Optionholders) in connection with the adjustment of Closing Cash Proceeds contemplated by Section 3.03). Any and all amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement are on behalf of the Members and Optionholders (and, not for the avoidance, on behalf of the Representative in any other capacity, as a Member or otherwise). (c) The appointment of Neither the Representative is an agency coupled with an interest and is irrevocable and nor any action taken by the Representative pursuant to the authority granted in this Section 11.12 of its Non-Recourse Parties shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from incur any liability to any Person Member or Optionholder by virtue of the failure or refusal of the Representative or any of its Non-Recourse Parties for any acts done reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder. The Representative and its Non-Recourse Parties shall have no liability in respect of any action, claim or proceeding brought against any such Person by them in accordance with such act any Member or Optionholder, regardless of the Representativelegal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if any such Person took or omitted taking any action in good faith. (d) If the Representative pays or causes to be paid any amounts (on behalf of the Members and Optionholders) in connection with any obligation or liability of a Member or Optionholder in connection with the transactions contemplated hereby (including, for the avoidance of doubt, the adjustment of Closing Cash Proceeds contemplated by Section 3.03), any such payments and the reasonable expenses of the Representative incurred in administering or defending the underlying dispute or claim may be reimbursed, when and as incurred, from the Representative Holdback Amount (and, if not so reimbursed from the Representative Holdback Amount, the Representative shall be indemnified, held harmless and reimbursed by each Member and Optionholder severally (based on each Member’s and Optionholder’s Allocation Percentage), and not jointly, for such amount(s)). The Representative shall not may, in its sole and absolute discretion, distribute, or caused to be liable distributed, any or all of the funds received or held by it on behalf of the Members and Optionholders (including, for the avoidance of doubt, any portion of the Merger Consideration) to one or more Members or Optionholders at any Stockholdertime after the date hereof, Optionholder or to any other Person which such distribution(s) of funds may be different (other than Parent or Merger Sub)i.e., with respect to any action taken amount, timing, conditionality or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out otherwise) for each Member and Optionholder. Upon full reimbursement of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilitiescosts, including, but not limited to, reasonable attorneys’ fees, obligations or liabilities incurred by the Representative in the performance or discharge of its duties pursuant hereunder, the Representative shall distribute, or caused to this be distributed, all remaining funds held by it on behalf of the Members and Optionholders to the Members and Optionholders; provided, that to ensure compliance with Treasury Regulations Section 11.12 1.409A-3(i)(5)(iv), the Optionholders shall not be entitled to receive any payment, and no payment shall be made to the Optionholders, in connection with the transaction contemplated hereby later than the date which is five (5) years after the “Closing Date (it being understood that other Members may receive payments after the date which is five (5) years after the Closing Date, including, for the avoidance of doubt, amounts that, if paid prior to the date which is five (5) years after the Closing Date, would have been paid to the Optionholders). (e) Notwithstanding anything to the contrary set forth herein, the Representative Expenses”)and its Affiliates shall not be liable for any loss to any Member or Optionholder for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Purchaser or the Merger Sub or the Surviving Entity. (f) Except as may have been expressly and specifically agreed to in writing by a Member or Optionholder, on the one hand, and ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, on the other hand, and except for the Representative, Sun Capital Partners, Inc. and their respective Affiliates (i) ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP has not and is not representing, and shall not be deemed to have represented any Member or Optionholder in connection with the transactions contemplated hereby, and (ii) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has not and is not providing any advice or counsel (including legal advice or counsel), and shall not be deemed to have provided counsel or advice, to any Member or Optionholder in connection with the transactions contemplated hereby. Each Letter Member and Optionholder agrees that ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP may represent the Representative, Sun Capital Partners, Inc., and their respective Affiliates in any matter related to the transaction completed hereby including matters which maybe adverse to such Member or Optionholder and, in furtherance thereof, each Member and Optionholder consents to, and waives, without limitation, restriction or condition of Transmittal shall provide that the Representative shall be the agent and attorney-in-fact for each any kind, any actual or potential conflict or other actual or potential objection with respect to ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP’s representation of the Stockholders Representative, Sun Capital Partners, Inc., and their respective Affiliates in any matter related to the Optionholders with full power and authority to act as Representative under and in accordance with the terms of this Agreementtransaction completed hereby.

Representative. (a) GS Capital Partners VI Fund, L.P. shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders to act 9.2.1 Appointment. Representative Services LLC is hereby appointed as Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of represent the Stockholders and the Optionholders (with full power of substitution in the premises) AirPatrol Shareholders in connection with such matters as are reasonably necessary any and all claims for the consummation indemnification that Acquiror or any other Indemnified Person may have against any AirPatrol Shareholder under Article 7 of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) any potential adjustment to terminate, amend, waive the Merger Consideration and any provision of, matter related to amount or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative payment of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or thereinEarnout Payment. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representative. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that the Representative shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders with have full power and authority to act as Representative under (i) give and in accordance with receive notices and communications to or from Acquiror (on behalf of itself or any other Indemnified Party) and/or the terms of Escrow Agent relating to this Agreement, the Escrow Agreement or any of the Contemplated Transactions and other matters contemplated hereby or thereby; (ii) authorize release (including by means of not objecting to claims) to Acquiror of Holdback Shares from the Escrow Account; (iii) object to any claims pursuant to Section 7.13; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; (v) assert, negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party, against any such AirPatrol Shareholders or by any such AirPatrol Shareholders against any Indemnified Party or any dispute between any Indemnified Party and any such AirPatrol Shareholders, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; (vi) make all decisions and actions relating to any adjustment to the Merger Consideration or the amount or payment of the Earnout Payment, (vii) amend this Agreement, the Escrow Agreement or any other related agreement or any other agreement referred to herein or contemplated hereby; (vii) take any and all actions and do any and all things which this Agreement specifies that the Representative can or shall do; and (viii) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Representative may resign at any time, and may be replaced from time to time by the the AirPatrol Shareholders holding a majority of the voting capital stock of AirPatrol immediately prior to the Effective Time of Merger I upon not less than ten days’ prior written notice to Acquiror and with Acquiror’s written consent, which shall not be unreasonably withheld, conditioned or delayed. No bond shall be required of the Representative. Notices or communications to or from the Representative after the Closing shall constitute notice to or from each of the AirPatrol Shareholders. The Representative accepts its appointment hereunder.

Representative. The Company and the GavelNet Stockholders, by virtue of their approval of this Agreement, will be deemed to have irrevocably constituted and appointed, Michael R. Haynes (a) GS Capital Partners VI Fund"REP▇▇▇▇▇▇▇▇▇▇▇"), L.P. shall be ▇▇fective as of the Effective Time, as their true and lawful agent and attorney-in-fact for each of the Stockholders and the Optionholders to act as Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, enter into any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) agreement in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in by this Agreement and or any transaction contemplated by the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Escrow Agreement, (ii) to terminateexercise all or any of the powers, amend, waive any provision of, or abandon, authority and discretion conferred on him under either this Agreement or the other agreements contemplated herebyEscrow Agreement, (iii) to act as the representative waive any term and condition of the Stockholders any such agreement, to review give and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise receive notices on their behalf with Parent any claims asserted thereunder and to authorize payments to be made their exclusive representative with respect thereto, to any Action (vdefined below) arising with respect to take any transaction contemplated by any such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all actsagreement, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement)defense, certificates, receipts, consents, elections, instructions and other documents contemplated by, settlement or deemed by the Representative to be necessary compromise of any Action for which Parent or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall may be entitled to rely on such appointment indemnification and the Representative agrees to act as, and to treat undertake the Representative as the duly appointed duties and responsibilities of, such agent and attorney-in-fact fact. The power of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative attorney is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholderirrevocable. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representative. (d) The Representative shall will not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to for any action taken or omitted to be not taken by the Representative in its role as Representative under or him in connection with his obligations under this Agreement, unless such action or omission results from or arises out Agreement in the absence of willful misconduct or his own gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that willful misconduct. If the Representative shall be unable or unwilling to serve in such capacity, his successor, who will serve and exercise the agent and attorney-in-fact for each powers of the Stockholders and Representative hereunder, will be named by those persons holding a majority of the Optionholders with full power and authority to act as Representative under and in accordance with shares of Seller Capital Stock. For the terms purposes of this Agreement., "Action" means any action, complaint, petition, investigation, suit or other proceeding, whether civil or criminal, in law or in equity, or before any arbitrator or Governmental Entity. ***REORGANIZATION AGREEMENT*** -54-

Representative. (a) GS Capital Partners VI FundWithout any further act of any Seller, L.P. shall be ▇. ▇▇▇▇▇▇ is hereby irrevocably appointed as the agent and attorney-in-fact for each of the Stockholders and the Optionholders Seller to act as Representative the initial representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.129.12 (the “Representative”). The Representative may resign upon written notice to all Sellers. The Representative may be changed or replaced by vote of a majority of Sellers (computed on the basis of their respective Pro Rata Shares) upon written notice to the Representative. The Representative will immediately inform Buyer in the event of the Representative’s removal or resignation. In the event of the resignation, death resignation or incapacity removal of the Representative, a successor Representative reasonably satisfactory to Parent Buyer shall thereafter be appointed by an instrument in writing signed by Parent Buyer and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or and all of the Stockholders and the Optionholders Sellers (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of related to the transactions contemplated in this Agreement and the other agreements contemplated hereby Transaction Documents to which any Seller is a party, including, without limitation, : (i) to receive all payments owing to the Stockholders or the Optionholders any Seller under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders each Seller to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent Buyer or any of Buyer’s Affiliates any claims asserted thereunder hereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or and the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, including executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub Buyer shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and OptionholderSeller. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders each Seller for all purposes under this Agreement. In all matters relating to this Agreement, the Representative will be the only party entitled to assert the rights of Sellers. The Representative will have no power or authority to bind Buyer, and Buyer will not have any Liability to any person for any act or omission by the Representative. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 9.12 shall be effective and absolutely binding on each Stockholder and Optionholder Seller notwithstanding any contrary action of or direction from such Stockholder or OptionholderSeller. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder Seller shall not terminate the authority and agency of the Representative. Parent, Merger Sub Buyer and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act act, statement, action, representation, or decision of the Representative as being the act binding acts of all Sellers or any of them, notwithstanding any communication from any Seller to the contrary (other than communication regarding the resignation or removal of the Stockholder or Optionholder and shall be relieved from any liability Representative pursuant to any Person for any acts done by them in accordance with such act of the Representativethis Section). (d) The Representative shall not be liable to any Stockholder, Optionholder Seller or to any other Person (other than Parent or Merger Sub), Buyer) with respect to any action taken or omitted to be taken by the Representative in its his role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder Seller in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against Buyer. Sellers shall be responsible to Buyer for any breach by the Stockholders or OptionholdersRepresentative of its obligations hereunder. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, indemnified from and promptly reimbursed by Sellers for any and all expenses, charges and liabilitiesLiabilities, including, but not limited to, including reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.12 9.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that . In addition, the Representative shall be entitled to reimbursement from the agent and attorney-in-fact Representative Expense Amount for each of the Stockholders and the Optionholders with full power and authority to act as Representative under and in accordance with the terms of this AgreementExpenses.

Representative. (a) GS Capital Partners VI FundB▇▇▇▇ ▇▇▇▇▇▇ is hereby appointed, L.P. shall be authorized and empowered to act the Representative, for the benefit of Seller and the Equityholders, as the exclusive agent and attorney-in-fact for each of the Stockholders and the Optionholders to act as Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf ofof Seller and each Equityholder, any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for and to facilitate the consummation of the transactions contemplated hereby, including pursuant to the Related Agreements, which will include the power and authority: (i) to execute and deliver the Related Agreements (with such amendments, modifications or changes therein as to which the Representative, in its sole discretion, will have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to negotiate, execute and deliver such waivers, modifications, amendments, consents and other documents required or permitted to be given in connection with this Agreement and the other agreements Related Agreements and the consummation of the transactions contemplated hereby includingand thereby as the Representative, without limitationin its sole discretion, may deem necessary or desirable; (iiii) to take any action on behalf of Seller and the Equityholders or Seller or any Equityholder that may be necessary or desirable, as determined by the Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to the adjustments or payments contemplated by Section 2.5; (iv) to collect and receive all payments owing moneys and other proceeds and property payable to the Stockholders Representative, Seller or the Optionholders Equityholders from Purchaser as described herein or in the Related Agreements, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative will disburse and pay, except as otherwise provided hereunder, any amount payable to the Equityholders to each Equityholder to the extent of such Equityholders’ Pro Rata Portion of such amount; (v) as the Representative, to enforce and protect the rights and interests of Seller and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Related Agreements or the transactions provided for herein or therein, and to take any and all actions which the Representative believes are necessary or appropriate under the Related Agreements or this Agreement, including actions in connection with the determination of any payment due hereunder or thereunder for and on behalf of Seller or Equityholders, including (iiA) to terminateassert any claim or institute any action, amendproceeding or investigation; (B) investigate, waive defend, contest or litigate any provision ofclaim, action, proceeding or investigation initiated by an MMT Party or any other Person, or abandonby any federal, state or local Governmental Authority against the Representative or Seller or any Equityholder, and receive process on behalf of Seller or any or all Equityholders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative will determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement or the other agreements contemplated herebyRelated Agreements; and (E) file and prosecute appeals from any decision, (iii) to act as judgment or award rendered in any such action, proceeding or investigation, it being understood that the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent Representative will not have any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) obligation to take any such further actions as are authorized in this Agreement or the other agreements contemplated herebyactions, and will not have any liability for any failure to take any such actions; (vi) in generalto refrain from enforcing any right of Seller, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, any Equityholder or deemed by the Representative arising out of or under or in any manner relating to be necessary or desirable in connection with, this Agreement, the Related Agreements or any other agreements contemplated hereby agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement, will be deemed a waiver of any such right or interest by the Representative or by such Seller or Equityholder unless such waiver is in writing signed by the waiving party or by the Representative; and (vii) to make, execute, acknowledge, deliver and receive all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement, the Related Agreements, and all other agreements, documents or instruments referred to herein or thereintherein or executed in connection herewith and therewith. (b) All actions decisions and instructions of the Representative will be conclusive and binding upon Seller and all of the Equityholders and no Seller, Equityholder or any other Person acting on behalf of Seller will have any claim or cause of action against the Representative, and the Representative will have no liability to Seller, any Equityholder or any other Person acting on behalf of Seller or any Equityholder, for any action taken, decision made or instruction given by the Representative in connection with this Agreement or any Related Agreements, except in the case of the Representative’s own gross negligence or willful misconduct. Parent and Merger Sub shall In the performance of its duties hereunder, the Representative will be entitled to rely on such appointment upon any document or instrument reasonably believed by it to be genuine, accurate as to content and signed by Seller, any Equityholder, any MMT Party or any other Person. The Representative may assume that any Person purporting to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative give any notice in accordance with the provisions of this Agreement shall constitute notice hereof has been duly authorized to the Stockholders and Optionholders for all purposes under this Agreementdo so. (c) The appointment Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and in any other document delivered in connection herewith; provided, that the Representative will have no obligation to act on behalf of Seller or the Equityholders. The Representative will at all times be entitled to rely on any directions received from Equityholders which collectively owned, as of immediately prior to the Closing, more than 75% of the equity securities of Seller; provided, that the Representative is an agency coupled with an interest will not be required to follow any such direction, and is irrevocable and will be under no obligation to take any action taken by in its capacity as the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from based upon such Stockholder or Optionholderdirection. The death or incapacityRepresentative will be entitled to engage such counsel, or dissolution or experts and other termination agents and consultants as it may deem necessary in connection with exercising its powers and performing its function hereunder and (in the absence of existence, of any Stockholder or Optionholder shall not terminate willful misconduct on the authority and agency part of the Representative) will be entitled to conclusively rely on the opinions and advice of such Persons. ParentNotwithstanding anything to the contrary contained herein, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively in its capacity as such will have no fiduciary duties or responsibilities to Seller or any Equityholder and absolutely relyno duties or responsibilities except for those expressly set forth herein, without inquiryand no implied covenants, upon functions, responsibilities, duties, obligations or liabilities on behalf of Seller or any act of Equityholder will otherwise exist against or with respect to the Representative in its capacity as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representativesuch. (d) The In no event will the Representative shall not be liable to Seller or any StockholderEquityholder hereunder or in connection herewith for any special, Optionholder indirect, consequential, contingent, speculative, punitive or to exemplary damages, or lost profits, diminution in value or any other Person (damages based on any type of multiple of earnings, cash flow or similar measure or for any liabilities resulting from the actions of Seller or an Equityholder other than Parent or Merger Sub), with respect the Representative acting in its capacity as such. The MMT Parties will have the right to any action rely upon all actions taken or omitted to be taken by the Representative in its role as Representative under pursuant to this Agreement and the Related Agreements, including the calculations required by Section 2.5, all of which actions or in connection omissions will be legally binding upon Seller and the Equityholders. The grant of authority provided for herein (i) is coupled with this Agreement, unless such action an interest and will be irrevocable by any act of Seller or omission results from or arises out by operation of willful misconduct or gross negligence on the part Law and all of the Representativeindemnities, immunities, authority and power granted to the Representative shall not be liable to hereunder will survive the death, incompetency, bankruptcy or liquidation of Seller and (ii) will survive the Closing or any Stockholder termination of this Agreement or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholdersany Related Agreements. (e) The Representative shall will not be entitled liable to use Seller or any Equityholder for any act done or omitted hereunder as Representative while acting in good faith. Seller and the funds constituting Equityholders will indemnify the Representative Expense Amountand hold the Representative harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representative or any of its Affiliates and any of their respective partners, members, attorneys, accountants, advisors or controlling Persons and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative. Each MMT Party (on its behalf and on behalf of its Affiliates) acknowledges that the Representative is party to this Agreement solely for purposes of serving as the “Representative” hereunder and no claim will be brought by or on behalf of an MMT Party or any and all expensesof its Affiliates against the Representative with respect to this Agreement or the agreements or transactions contemplated hereby or any certificate, charges and liabilitiesopinion, includinginstrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” at or prior to the Closing will not be deemed to require performance by, but not limited toor be an agreement of, reasonable attorneys’ fees, incurred the Representative unless performance by the Representative is expressly provided for in such covenant or the performance or discharge of its duties pursuant to this Section 11.12 (the “Representative Expenses”expressly so agrees). (f) Each Letter All out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement or the Related Agreements will be paid out of Transmittal shall provide the Representative Fund from time to time, as and when such fees and expenses are incurred. In the event that the Representative shall be the agent and attorney-in-fact for each amount of the Stockholders Representative Fund is insufficient to satisfy all expense reimbursement and indemnification payments to which the Optionholders with Representative is entitled pursuant to this Section 9.12 upon written notice from the Representative to the Equityholders as to the existence of a deficiency toward the payment of any such expense reimbursement or indemnification amount, as the case may be, each Equityholder will promptly deliver to the Representative full power payment of such Equityholder’s Pro Rata Portion of the amount of such deficiency. The Representative will establish such terms and authority procedures for administering, investing and disbursing any amounts from the Representative Fund as it may determine in its reasonable judgment to act as Representative under and in accordance with be necessary, advisable or desirable to give effect to the terms provisions of this Agreement. If any balance of the Representative Fund remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then the Representative will distribute to each Equityholder, by wire transfer of immediately available funds to an account designated by each Equityholder, such Equityholder’s Pro Rata Portion of such remaining balance of the Representative Fund. (g) Any resignation by the Representative will not be effective until a new Representative will be appointed by Equityholders who held more than 75% of the aggregate equity securities of Seller, immediately prior to the Closing.

Representative. (a) GS Capital Partners VI FundEach Supporting Stockholder hereby irrevocably grants to, L.P. shall be the and appoints, Representative as its representative, agent and attorney-in-fact for each of the Stockholders and the Optionholders to act as Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution substitution), for and in the premises) name, place and stead of such Supporting Stockholder, with the same effect as if taken by such Supporting Stockholder, with 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 such matters as are reasonably necessary for any matter or thing relating to the consummation Merger, the Merger Agreement, the Collateral Agreements and any of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all actsthereby, including, without limitation, executing the power and delivering all agreements authority to (i) institute, make or pursue claims, counterclaims or defenses, (ii) enter into, modify, amend, implement or waive any contracts, including the Escrow Merger Agreement and the Collateral Agreements, (iii) compromise, surrender or settle any disputes or claims or make any other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and determination or take any other documents contemplated by, action or deemed by assert or compromise any claim relating to the Representative to be necessary or desirable in connection with, this Merger Agreement, the other agreements contemplated hereby Collateral Agreements and any of the transactions contemplated herein thereby, including any adjustments in connection with the determination of the Actual Closing Working Capital, Actual Closing Cash, Actual Closing Indebtedness and Actual Seller Transaction Expenses pursuant to Sections 2.7 and 2.8 of the Merger Agreement, (iv) 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 Merger Agreement and the Collateral Agreements; provided, that Representative will not, as a result of such appointment, be granted the power and authority to take any action or therein. Parent and Merger Sub shall be entitled enter into any agreement that (x) agrees or subjects any Supporting Stockholder to rely on such appointment and to treat personal liability for claims or other liabilities, except as expressly provided herein, or (y) changes or modifies the Representative ownership percentage in Holding (as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given immediately prior to the Effective Time) of such Supporting Stockholder, and (vii) receive service of process in connection with any claims under the Merger Agreement. (b) Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreementhereby accepts its appointment as “Representative” hereunder. (c) The appointment Representative cannot be removed by the Supporting Stockholders or Holding, respectively, except upon delivery to Representative of a written instrument signed by Supporting Stockholders having a majority of the ownership percentage in Holding. Representative may resign for any reason or no reason, at any time. If Representative resigns or is an agency coupled with an interest and is irrevocable and any action taken so removed, then a replacement Representative shall be designated by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of Supporting Stockholders (or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency their successors-in-interest) having a majority of the Representativeownership percentage in Holding. Parent, Merger Sub Any such replacement Representative will have the full power and any other party to any document contemplated by this Agreement in dealing with the authority of Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representativehereunder. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Any Person (other than including Parent or and Merger Sub)) shall be entitled to rely, without any investigation or inquiry by such Person, upon all actions, notices, communications and determinations by Representative on behalf of the Supporting Stockholders as having been taken upon the authority of the Supporting Stockholders. Any actions, notices, communications and determinations by Representative taken on behalf of the Supporting Stockholders shall be conclusively deemed to be the actions, notices, communications and determinations of the Supporting Stockholders. (e) Neither Representative nor any of its officers, employees, agents, partners, representatives or Affiliates will have any liability to Holding or the Supporting Stockholders with respect to any action actions taken or omitted to be taken by the Representative in such capacity (or any of its role as Representative under employees, agents, representatives or Affiliates in connection therewith), except with this Agreement, unless such action or omission results from or arises out of willful misconduct or respect to Representative’s gross negligence on the part of the or willful misconduct. Representative, its officers, employees, agents, partners, representatives and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative Affiliates shall be entitled to use full reimbursement from the funds constituting the Representative Expense Amount, Supporting Stockholders for any and all reasonable expenses, charges disbursements and liabilitiesadvances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by Representative in such capacity (or any of its officers, employees, agents, partners, representatives or Affiliates in connection therewith), and to full indemnification by the Supporting Stockholders (pro rata to their interests) against any Losses arising out of actions taken or omitted to be taken in its capacity as Representative (except for those arising out of Representative’s gross negligence or willful misconduct), including, but not limited towithout limitation, reasonable attorneys’ feesthe costs and expenses of investigation and defense of claims (including, incurred without limitation, from funds received by it in its capacity as Representative or funds to be distributed to the Supporting Stockholders under the Merger Agreement at its direction). In furtherance of the foregoing indemnification, the Supporting Stockholders agree that Representative in shall have the performance power and authority to set aside and retain additional funds paid to or discharge received by it, or direct payment of its duties additional funds to be paid to the Supporting Stockholders, as Merger Consideration pursuant to this Section 11.12 the Merger Agreement at Closing or thereafter to satisfy such obligations (the “including to establish such reserves as Representative Expenses”determines in good faith to be appropriate for such costs and expenses whether or not then known or determinable). (f) Each Letter of Transmittal Representative shall provide that have no duties or responsibilities except those expressly set forth herein and in the Merger Agreement and Collateral Agreements. Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem appropriate in connection with exercising its powers and performing its function hereunder and shall be entitled to conclusively rely on the agent opinions and attorney-in-fact advice of such Persons. Representative may rely on any notice, instruction, certificate, statement, request, consent, confirmation, agreement or other instrument which it reasonably believes to be genuine and to have been signed or presented by a proper person or persons. (g) The relationship created herein is not to be construed as a joint venture or any form of partnership between or among Representative or any Supporting Stockholder for each any purpose of federal or state law, including without limitation, federal or state income tax purposes. Neither Representative nor any of its Affiliates owes any fiduciary or other duty to any Supporting Stockholder. Each Supporting Stockholder acknowledges that it understands that Representative and its Affiliates have a direct and/or indirect financial interest in the Stockholders Merger, including by virtue of its ownership of shares of Common Stock of Holding and the Optionholders with full power and authority by virtue of fees that will be payable to act as Representative under and in accordance connection with the terms of this Merger pursuant to that certain Management Agreement, dated May 1, 2013, executed by Representative, Holding, and Company.

Representative. (a) GS Capital Partners VI Fund, L.P. shall be the agent Effective upon and attorney-in-fact for each by virtue of the Stockholders Member Approval, and without any further act of any of the Members, Optionholders or Warrantholders, the Representative is hereby irrevocably appointed as the representative, agent, proxy, and attorney in fact (coupled with an interest) for all the Members, Optionholders and Warrantholders for all purposes under this Agreement including the full power and authority on the Members’, Optionholders’ and Warrantholders’ behalf: (i) to act as Representative consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in accordance connection herewith, (ii) to negotiate claims and disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, for the avoidance of doubt, the adjustment of Closing Cash Proceeds contemplated by Section 3.03), (iii) to receive and disburse to, or caused to be received or disbursed to, any Member, Optionholder or Warrantholder any funds received on behalf of such Member, Optionholder or Warrantholder under this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or otherwise, (iv) to withhold any amounts received on behalf of any Member, Optionholder or Warrantholder pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy (on behalf of the Members, Optionholders and Warrantholders) any and all obligations or liabilities of any Member, Optionholder, Warrantholder or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Members, Optionholders and Warrantholders) in connection with the terms adjustment of Closing Cash Proceeds contemplated by Section 3.03), (v) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of any Member, Optionholder or Warrantholder), (vi) to receive and disburse to, or cause to be received or disbursed to, any individual pursuant to any incentive compensation agreement providing for a transaction bonus, in effect as of the Closing and (vii) to take all other actions to be taken by or on behalf of any Member, Optionholder or Warrantholder in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Member and Optionholder. All decisions and actions by the Representative shall be binding upon each Member and Optionholder, and no Member, Optionholder or Warrantholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor RepresentativeAgreement. (b) Effective upon and by virtue of the Member Approval, and without any further act of any of the Members, Optionholders or Warrantholders, the Representative and its Non‑Recourse Parties shall be indemnified, held harmless and reimbursed by each Member, Optionholder and Warrantholder severally (based on each Member’s, Optionholders’ and Warrantholder’s Allocation Percentage), and not jointly, against all costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid or incurred by the Representative and its Non‑Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Members, Optionholders and Warrantholders) in connection with the adjustment of Closing Cash Proceeds contemplated by Section 3.03). Any and all amounts paid or incurred by the Representative and its Non‑Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement are on behalf of the Members, Optionholders and Warrantholders (and, not for the avoidance, on behalf of the Representative in any other capacity, as a Member or otherwise). (c) Neither the Representative nor any of its Non‑Recourse Parties shall incur any liability to any Member, Optionholder or Warrantholder by virtue of the failure or refusal of the Representative or any of its Non‑Recourse Parties for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder. The Representative is and its Non‑Recourse Parties shall have no liability in respect of any action, claim or proceeding brought against any such Person by any Member, Optionholder or Warrantholder, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if any such Person took or omitted taking any action in good faith. (d) If the Representative pays or causes to be paid any amounts (on behalf of the Members, Optionholders and Warrantholders) in connection with any obligation or liability of a Member, Optionholder or Warrantholder in connection with the transactions contemplated hereby authorized (including, for the avoidance of doubt, the adjustment of Closing Cash Proceeds contemplated by Section 3.03), any such payments and empowered to act forthe reasonable expenses of the Representative incurred in administering or defending the underlying dispute or claim may be reimbursed, when and as incurred, from the Representative Holdback Amount (and, if not so reimbursed from the Representative Holdback Amount, the Representative shall be indemnified, held harmless and reimbursed by each Member, Optionholder and Warrantholder severally (based on each Member’s, Optionholder’s and Warrantholder’s Allocation Percentage), and on behalf ofnot jointly, for such amount(s)). The Representative may, in its sole and absolute discretion, distribute, or caused to be distributed, any or all of the Stockholders funds received or held by it on behalf of the Members, Optionholders and the Optionholders Warrantholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary including, for the consummation avoidance of doubt, any portion of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (iMerger Consideration) to receive all payments owing to one or more Members, Optionholders or Warrantholders at any time after the Stockholders or the Optionholders under this Agreementdate hereof, which such distribution(s) of funds may be different (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representative. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub)i.e., with respect to any action taken amount, timing, conditionality or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreementotherwise) for each Member, unless such action or omission results from or arises out Optionholder and Warrantholder. Upon full reimbursement of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilitiescosts, including, but not limited to, reasonable attorneys’ fees, obligations or liabilities incurred by the Representative in the performance or discharge of its duties pursuant hereunder, the Representative shall distribute, or caused to be distributed, all remaining funds held by it on behalf of the Members, Optionholders and Warrantholders to the Members, Optionholders and Warrantholders; provided, that to ensure compliance with Treasury Regulation 1.409A‑3(i)(5)(iv), the Optionholders shall not be entitled to receive any payment, and no payment shall be made to the Optionholders, in connection with the transaction contemplated hereby later than the date which is five (5) years after the Closing Date (it being understood that other Members may receive payments after the date which is five (5) years after the Closing Date, including, for the avoidance of doubt, amounts that, if paid prior to the date which is five (5) years after the Closing Date, would have been paid to the Optionholders). Notwithstanding the foregoing, any amounts payable to the Members, Optionholders and Warrantholders in respect of this Section 11.12 12.13(d) shall be reduced by the respective amount owed to LVP under the Lightspeed Purchase Agreement. In the event that the Representative or its Affiliates becomes subject to any liability or other obligation, or is required to make any payment in connection with the transactions contemplated by the Merger Agreement, then the Representative shall send each Member, Optionholder and Warrantholder a notice setting forth (i) the “amount of such Member’s, Optionholder’s or Warrantholder’s proportionate share of such liability or obligation, and (ii) instructions for remittance of such amount to the Representative. (e) Notwithstanding anything to the contrary set forth herein, the Representative Expenses”)and its Affiliates shall not be liable for any loss to any Member, Optionholder or Warrantholder for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Purchaser or the Merger Sub or the Surviving Entity. (f) Except as may have been expressly and specifically agreed to in writing by a Member, Optionholder or Warrantholder, on the one hand, and ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP, on the other hand, and except for the Representative and its Affiliates (i) ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP has not and is not representing, and shall not be deemed to have represented any Member, Optionholder or Warrantholder in connection with the transactions contemplated hereby, and (ii) ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP has not and is not providing any advice or counsel (including legal advice or counsel), and shall not be deemed to have provided counsel or advice, to any Member, Optionholder or Warrantholder in connection with the transactions contemplated hereby. Each Letter Member, Optionholder and Warrantholder agrees that ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP may represent the Representative and its Affiliates in any matter related to the transaction completed hereby including matters which maybe adverse to such Member, Optionholder or Warrantholder and, in furtherance thereof, each Member, Optionholder and Warrantholder consents to, and waives, without limitation, restriction or condition of Transmittal any kind, any actual or potential conflict or other actual or potential objection with respect to ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP’s representation of the Representative and its Affiliates in any matter related to the transaction completed hereby. (g) The Purchaser shall provide that be entitled to deal exclusively with the Representative (or any replacement thereof) on all matters relating to this Agreement and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Member, Optionholder or Warrantholder by the Representative, and on any other action taken or purported to be taken on behalf of any Member, Optionholder or Warrantholder by the Representative, as being fully binding upon such Person. Notices or communications to or from the Representative shall be the agent and attorney-in-fact for constitute notice to or from each of the Stockholders Members, Optionholders and Warrantholders. Any decision or action by the Representative hereunder, including any agreement between the Representative and the Purchaser relating to the defense, payment or settlement of any claims hereunder, shall constitute a decision or action of all Members, Optionholders with full power and authority Warrantholders and shall be final, binding and conclusive upon each such Person. No Member, Optionholder or Warrantholder shall have the right to act as Representative under and in accordance with object to, dissent from, protest or otherwise contest the terms same. The provisions of this AgreementSection are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Members, Optionholders or Warrantholders, or by operation of Law.

Representative. (a) GS Capital Partners VI FundEffective upon execution of this Agreement, L.P. shall be the agent and attorney-in-fact for each without any further act of any of the Stockholders Blocker Sellers or the equityholders of the Company, the Representative is hereby irrevocably appointed as the representative, agent, proxy, and attorney in fact (coupled with an interest) for the Optionholders Blocker Sellers and all of the equityholders 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 act as Representative consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in accordance connection herewith, (ii) to negotiate claims and disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, for the avoidance of doubt, the adjustment of Closing Cash Proceeds contemplated by Section 3.05), (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 Blocker Sellers or any equityholder of the Company (other than the Blockers) pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy any and all obligations or liabilities of the Blocker Sellers or any equityholder of the Company (other than the Blockers) or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations in connection with the terms adjustment of Closing Cash Proceeds contemplated by Section 3.05), (v) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of the 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 Closing and (vii) to take all other actions to be taken by or on behalf of the Blocker Sellers or any equityholder of the Company (other than the Blockers) 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 Blocker Seller and each equityholder of the Company. All decisions and actions by the Representative shall 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 otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor RepresentativeAgreement. (b) The Representative is hereby authorized Purchaser, the Blocker Purchaser, the Paying Agent, the Escrow Agent and empowered their respective Affiliates will be able to act for, rely conclusively on the instructions and on behalf of, any or all decisions of the Stockholders Representative and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly duty appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment representative of the Representative is an agency coupled with an interest and is irrevocable Sellers and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of decision, act, consent or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act instruction of the Representative as being the act decision, act, consent or instruction of each Seller and the Company, as applicable. The Purchaser, the Blocker Purchaser and their respective Affiliates may, and the Escrow Agent and the Paying Agent shall, disregard any notice or instruction received directly from any Seller, other than the Representative. Each of the Stockholder or Optionholder Purchaser, the Blocker Purchaser, the Paying Agent, the Escrow Agent and shall be their respective Affiliates are hereby relieved from any liability Liability to any Person for any acts done by them in accordance with any such act decision, act, consent or instruction of the Representative. Each Seller hereby agrees that for any Action arising under this Agreement or any Transaction Document, such Seller may be served legal process by registered mail to the address set forth in Section 14.05 for the Representative (or any alternative address designated to the parties in writing by the Representative), and that service in such manner shall be adequate and such Seller shall not assert any defense of claim that service in such manner was not adequate or sufficient in any court in any jurisdiction. (c) Effective upon execution of this Agreement, and without any further act of any of the Blocker Sellers or the equityholders of the Company, the Representative and its Non-Recourse Parties shall be indemnified, held harmless and reimbursed by each Seller severally (based on each Seller’s Equityholder Allocation Percentage), and not jointly, against all costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations in connection with the adjustment of Closing Cash Proceeds contemplated by Section 3.05). Any and all amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement are on behalf of the Blocker Sellers and the equityholders of the Company (other than the Blocker and, not for the avoidance, on behalf of the Representative in any other capacity, as a Seller or otherwise). (d) Neither the Representative nor any of its Non-Recourse Parties shall incur any liability to any Blocker Seller or any equityholder of the Company by virtue of the failure or refusal of the Representative or any of its Non-Recourse Parties for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder. The Representative and its Non-Recourse Parties shall not have no liability in respect of any action, claim or proceeding brought against any such Person by the Blocker Sellers or any equityholder of the Company, regardless of the legal theory under which such liability or obligation may be liable sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if any Stockholder, Optionholder such Person took or to any other Person (other than Parent or Merger Sub), with respect to omitted taking any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholdersgood faith. (e) The If the Representative pays or causes to be paid any amounts in connection with any obligation or Liability of a Blocker Seller or an equityholder of the Company (other than the Blockers) in connection with the transactions contemplated hereby (including, for the avoidance of doubt, the adjustment of Closing Cash Proceeds contemplated by Section 3.05), any such payments and the reasonable expenses of the Representative incurred in administering or defending the underlying dispute or claim may be reimbursed, when and as incurred, from the Representative Holdback Amount (and, if not so reimbursed from the Representative Holdback Amount, the Representative shall be entitled indemnified, held harmless and reimbursed by each Seller severally (based on each Seller’s Equityholder Allocation Percentage), and not jointly, for such amount(s)). The Representative may, in its sole and absolute discretion, distribute, or cause to use be distributed, any or all of the funds constituting received or held by it on behalf of the Representative Expense AmountBlocker Sellers and the equityholders of the Company (other than the Blockers) (including, for the avoidance of doubt, any and portion of the Merger Consideration) to one or more of such Persons at any time after the date hereof, which such distribution(s) of funds may be different (i.e., with respect to amount, timing, conditionality or otherwise) for each such Person. Upon full reimbursement of all expenses, charges and liabilitiescosts, including, but not limited to, reasonable attorneys’ fees, obligations or liabilities incurred by the Representative in the performance or discharge of its duties pursuant hereunder, the Representative shall distribute, or cause to this Section 11.12 be distributed, all remaining funds held by it on behalf of the Blocker Sellers and the equityholders of the Company (other than the “Representative Expenses”)Blockers) to such Persons. (f) Each Letter of Transmittal shall provide that Notwithstanding anything to the contrary set forth herein, the Representative and its Affiliates shall not be the agent and attorney-in-fact for each liable to any Blocker Seller or any equityholder of the Stockholders Company for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Purchaser, the Merger Sub, the Blocker Purchaser or the Surviving Company. (g) All references to the “Representative” herein mean such Person in its capacity as representative of the Blocker Sellers and the Optionholders with full power equityholders of the Company (other than the Blockers) and authority to act not, for the avoidance of doubt, in any other capacity, as Representative under and in accordance with the terms of this Agreementa Seller or otherwise.

Representative. (a) GS Capital Partners VI FundBy executing this Agreement, L.P. shall be the agent and attorney-in-fact for each of the Stockholders Members shall be deemed to have irrevocably constituted and appointed IVP CIF II (PS Splitter), L.P. (in the Optionholders capacity described in this Section 7.18 and each successor as provided below, the “Representative”) as his, her or its agent and attorney in fact with full power of substitution to act as Representative from and after the date hereof and to do any and all things and execute any and all documents on behalf of such Members which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including but not limited to: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) except to the extent specifically provided in this Agreement receipt and forwarding of notices and communications pursuant to this Agreement; (iv) administration of the provisions of this Agreement; (v) any and all consents, waivers, amendments or modifications deemed by the Representative, 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; (vi) amending this Agreement or any of the instruments to be delivered to the Corporation pursuant to this Agreement; (vii) taking actions Representative is expressly authorized to take pursuant to the other agreements provisions of this Agreement; (viii) negotiating and compromising, on behalf of such Members, 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 executing, on behalf of such Members, any settlement agreement, release or other document with respect to such dispute or remedy; and (ix) engaging attorneys, accountants, agents or consultants on behalf of such Members in accordance 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 terms of this Section 11.12Corporation. In If the event Representative is unable or unwilling to so serve, then the Members, as applicable, holding a majority of the resignationcommon units owned by such Members outstanding on the date hereof, death or incapacity shall elect a new Representative. All reasonable, documented out-of-pocket costs and expenses incurred by the Representative 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, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision ofits Affiliates, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent’s or Affiliate’s directors, Merger Sub and any officers, employees or other party agents (each a “Covered Person”) shall be liable, responsible or accountable in damages or otherwise to any document contemplated by this Agreement in dealing with Member, the Representative may conclusively and absolutely rely, without inquiry, upon any act of LLC or the Representative as the act of the Stockholder or Optionholder and shall be relieved Corporation for damages arising from any liability to any Person for any acts done by them in accordance with such act of the Representative. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative or any other Person with respect to the LLC or the Corporation, except in its role as Representative under or in connection with this Agreement, unless such the case of any action or omission results from or arises out of which constitutes, with respect to such Person, willful misconduct or gross negligence on the part fraud. Each of the RepresentativeCovered Persons may consult with legal counsel, accountants, and the Representative shall not be liable to other experts selected by it, and any Stockholder act or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made omission suffered or taken by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that the Representative shall be the agent and attorney-in-fact for each it on behalf of the Stockholders and LLC or the Optionholders with full power and authority to act as Representative under Corporation or in furtherance of the interests of the LLC or the Corporation in good faith in reliance upon and in accordance with the terms advice of this Agreement.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 Covered Persons may rely in good faith upon, and shall have no liability to the 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 to have been signed or presented by the proper party or parties. [Signature Page Follows This Page]

Representative. (a) GS Capital Partners VI FundThe Representative is hereby irrevocably appointed as the representative, L.P. shall be the agent agent, proxy, and attorney-in-fact for each of all the Stockholders Company Securityholders for all purposes under this Agreement including the full power and authority on the Optionholders Company Securityholders’ behalf: (i) to act as Representative consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to negotiate and settle disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (iii) to receive and disburse to the Company Securityholders any funds received on behalf of the Company Securityholders under this Agreement or otherwise, (iv) to withhold any amounts received on behalf of the Company Securityholders pursuant to this Agreement, including the 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, (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 payable in accordance with Section 3.6 (Post-Closing Merger Consideration Adjustment and Payments), the terms of this Section 11.12. In the event determination and distribution of the resignationPerformance Transaction Bonus payable as provided for herein, death and funds from the Escrow Account and the Representative Holdback Amount), make or incapacity 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 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 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 Company 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, dissent, protest or otherwise contest the same. If an allocation is not otherwise provided for in this Agreement, the Representative shall distribute funds to the Company Securityholders in accordance with their respective Pro Rata Share. Parent may conclusively rely, without independent verification or investigation, upon any such decision or action of the Representative as being the binding decision or action of every 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 them or by Parent in accordance with or reliance upon any such decision or action of the Representative. The Representative shall act by a majority in interest of Oak Hill Capital Partners III, a successor L.P. and Oak Hill Capital Management Partners III, L.P. The Representative reasonably satisfactory shall have no duties or obligations to Parent shall thereafter be appointed by an instrument the Company Securityholders hereunder, except as expressly set forth in writing signed by Parent and such successor Representativethis Agreement. (b) The By the approval of this Agreement, each Company Securityholder hereby severally, for itself only and not jointly and up to its Pro Rata Share, agrees to indemnify and hold harmless the Representative is hereby authorized and empowered to act forits partners, managers, officers, agents and on behalf ofother representatives against all expenses (including reasonable attorneys’ fees), any or all of the Stockholders judgments, fines and the Optionholders (with full power of substitution in the premises) amounts incurred by such Persons in connection with any action, suit or proceeding to which the Representative or such matters as are reasonably necessary for the consummation other Person is made a party by reason of the transactions contemplated in this Agreement and fact that it is or was acting as the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing Representative pursuant to the Stockholders or the Optionholders under terms of this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act than as the representative a result of the Stockholders to review and authorize all claims and disputes Representative’s bad faith or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreementwillful misconduct. (c) The appointment of Neither the Representative is an agency coupled with an interest and is irrevocable and nor any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacityits members, or dissolution managers, officers, agents or other termination of existence, of any Stockholder or Optionholder representatives shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from incur any liability to any Person Company Securityholder by virtue of the failure or refusal of such Persons for any acts done reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder, except for actions or omissions constituting bad faith or willful misconduct. The Representative and its members, managers, officers, agents and other representatives and their respective Affiliates shall have no liability in respect of any Proceeding brought against such Persons by them in accordance with such act any Company Securityholder, regardless of the Representativelegal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, unless such Persons took or omitted taking any action in bad faith or as result of willful misconduct. (d) The Representative shall not be liable to any Stockholderhave the right, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreementsole discretion, unless such action or omission results to recover from or arises out of willful misconduct or gross negligence on the part of any amounts withheld by the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgmentincluding without limitation, the Representative believes there Holdback Amount, its reasonable out-of-pocket expenses incurred in the performance of its duties hereunder (the “Charges”). In the event such amounts are insufficient to satisfy the Charges, then the Representative may direct the Escrow Agent to pay to the Representative such deficit from the Escrow Amount. In event the Escrow Amount is insufficient to satisfy such deficit, each Company Securityholder will be obligated to pay any remaining unpaid amounts to the Representative on a several, and not be adequate resources available joint, basis, up to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholderseach such Company Securityholder’s Pro Rata Share. (e) The In furtherance of, and without limiting any rights of the Representative set forth in, Sections 10.15(a)(iv), 10.15(a)(v) and 10.15(d), the Representative shall be entitled have the right and the Company Securityholders hereby authorize the Representative, to use withhold from the funds constituting Closing Date Merger Consideration the Representative Expense Amount, for any Holdback Amount (in connection with the allocation and all expenses, charges distribution of the Closing Date Merger Consideration in accordance with Article III (Merger Consideration; Conversion of Securities; Exchange of Certificates)) to satisfy potential future obligations of the Company Securityholders and liabilities, including, but not limited to, reasonable attorneys’ fees, expenses incurred by the Representative in connection with performing its obligations under this Agreement and the performance Escrow Agreement. The Representative Holdback Amount shall be retained by the Representative until such time as the Representative shall determine, and, subject to the terms of this Agreement, the balance of the Representative Holdback Amount, if any, shall be delivered by the Representative or discharge a paying agent designated by the Representative to the Company Securityholders as if such amounts were being distributed pursuant to Section 3.7(a)(i) (Positive Adjustment Amount). The Company Securityholders will not receive any interest or earnings on the Representative Holdback Amount and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Holdback Amount other than as a result of its duties pursuant to this Section 11.12 (the “bad faith or willful misconduct. The Representative Expenses”)Holdback Amount shall be held in an FDIC-insured account or accounts at a nationally recognized financial institution. (f) Each Letter of Transmittal shall provide In the event that the Representative shall be becomes unable or unwilling to continue in its capacity as Representative, or if the agent and attorneyRepresentative resigns as the Representative, a majority-in-fact for each interest of the Stockholders Company Securityholders may by written consent appoint a new representative as the Representative. Notice and a copy of the Optionholders with full power written consent appointing such new representative and authority bearing the signatures of a majority-in-interest of the Company Securityholders must be delivered to act as Representative under and Parent. Such appointment will be effective upon the later of the date indicated in accordance with the terms of this Agreementconsent or the date such consent is received by Parent.

Representative. (a) GS Capital Partners VI FundEach Indemnitor appoints ▇▇▇▇▇▇▇ ▇▇▇▇ PLLC as the Representative, L.P. shall be 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 as set forth in this Agreement, and the Representative hereby accepts such appointment. The Representative shall be the exclusive agent for each and on behalf of the Stockholders Indemnitors to (1) give and the Optionholders receive notices and communications to act as Representative under or from Purchaser relating to this Agreement and or any of the other agreements contemplated hereby Transactions, other than in connection with 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 Purchaser (including by not objecting to such claims), other than in connection with Direct Securityholder Claims; (3) object to such claims in accordance with Section 7.7 (Third Party Claims) 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 with respect to, such claims, other than in connection with Direct Securityholder Claims; (5) take all actions necessary or appropriate in the terms of this Section 11.12. In the event judgment of the resignation, death or incapacity Representative for the accomplishment of the Representativeforegoing, a successor Representative reasonably satisfactory in each case without having to Parent shall thereafter be appointed by an instrument seek or obtain the consent of any Person under any circumstance, other than in writing signed by Parent and such successor Representative. connection with Direct Securityholder Claims; (b6) The Representative is hereby authorized and empowered subject to act forSection 6.1 (Amendment), execute for and on behalf of, of each Indemnitor any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) amendment to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or any exhibit, annex or schedule hereto (including for the other agreements contemplated herebypurpose of amending information contained in the Preliminary Spreadsheet and/or Final Spreadsheet); and (7) subject to Section 6.2 (Extension; Waiver), (iii) 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 as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their its own behalf with Parent respect to any claims asserted thereunder and to authorize payments to be made with respect theretosuch matters, (v) to take such further actions as are authorized in this Agreement other than any claim or dispute against the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or thereinRepresentative. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The This appointment of the Representative agency and this power of attorney is an agency coupled with an interest and is 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 pursuant to the authority granted in this Section 11.12 shall will be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from as valid as if such Stockholder or Optionholder. The death or incapacitydeath, or dissolution incapacity or other termination event had not occurred, regardless of existencewhether or not any Indemnitor or the Representative will have received any notice thereof. (b) Any notice or communication given or received by, and any decision, action, failure to act within a designated period of any Stockholder time, agreement, consent, settlement, resolution or Optionholder shall not terminate instruction of, the authority and agency Representative that is within the scope of the Representative. Parent’s authority under this Agreement, Merger Sub including Sections 1.2 (Closing), 1.5 (Payment of Milestone Consideration) and any other party 7.8(a) (Representative), shall constitute a notice or communication to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely relyor by, without inquiryor a decision, upon any action, failure to act within a designated period of the Representative time, agreement, consent, settlement, resolution or instruction of all Securityholders or Indemnitors, as the act of the Stockholder or Optionholder case may be, and shall be final, binding and conclusive upon each of them. Purchaser 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 Securityholder or Indemnitor. Purchaser is unconditionally and irrevocably relieved from any liability to any Person person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent or instruction of the Representative. (c) The scope of the powers of the Representative as agent for the Indemnitors may be changed, and the Person serving as the Representative may be replaced from time to time, by the vote or consent of Indemnitors representing a majority in interest of all Indemnitors (determined based on issuance of the Closing Consideration Shares and the Closing Consideration Cash Payment) upon not less than thirty (30) days’ prior written notice to Purchaser. A vacancy in the position of the Representative may be filled by the vote or consent or Indemnitors representing a majority in interest of all Indemnitors (determined based on the issuance of the Closing Consideration Shares and the Closing Consideration Cash Payment). If the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Indemnitors, other than the Representative, representing a majority in interest of the Indemnitors (determined based on the issuance of the Closing Consideration Shares and the Closing Consideration Cash Payment), other than the Representative, will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until such successor is duly appointed and qualified to act hereunder. If there is not a Representative at any time, any obligation to provide notice to the Representative will be deemed satisfied if such notice is delivered to each of the Indemnitors at their addresses last known to Purchaser, which will be the address set forth in the Final Spreadsheet unless Representative provides notice to Purchaser of a different address in the manner described in Section 8.3 (Notices). (d) All expenses, if any, incurred by the Representative in connection with the performance of his duties as the Representative (the “Representative Expenses”) will be borne and paid by the Indemnitors according to the relative amount of Closing Consideration Shares issued to such Person and the Closing Consideration Cash Payment paid to such Person. The Representative may use the funds in the Representative Fund to pay the expenses incurred by the Representative under the authorization granted in Section 7.8. Any Representative Fund remaining after payment of all of the Representative Expenses following the later of (i) the resolution of all indemnification claims under Article 7 and the determination by the Representative that such funds are no longer necessary in connection with indemnification claims that may be brought thereunder and (ii) the payment of the maximum amount recoverable by the Purchaser from the Securityholders, if any, shall be distributed to the Securityholders in accordance with the Final Spreadsheet. The Representative shall hold, invest, reinvest and disburse the Representative Fund in trust for all of the Securityholders and the Representative Fund shall not be used for any other purpose. Any expense, liability or obligation that the Representative incurs or pays on behalf of a Securityholder or group of Securityholders shall be promptly reimbursed by Securityholder(s) on whose behalf such expenses were paid. In the event any Securityholder does not promptly reimburse the Representative for any such expense, liability or obligation, the Representative shall have the right to withhold and keep such amount from any payments to be made to such Securityholder hereunder. For Tax purposes, each Securityholder shall be treated as having: (A) received at Closing as consideration for its Shares and Options that portion of the Representative Fund that such Securityholder would have received if such amount were paid directly to the Securityholders at Closing; and (B) contributed such Securityholder’s respective portion to a grantor trust, owned by the Securityholders and of which the Representative is the trustee. Consistent with this treatment, each Securityholder will report its portion of the Representative Fund, and subsequent income or expenses of the Representative Fund, on its respective Tax Returns, and the Representative will provide the Securityholders with the required statements regarding the Representative Fund’s income and expenses as to assist the Securityholders with their respective Tax reporting obligations. Notices or communications to or from the Representative shall constitute notice to or from each of the Indemnitors. (e) The Representative shall not be liable to any Stockholder, Optionholder or to Indemnitor for any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by hereunder as the Representative while acting in its role as good faith and any act done or omitted in accordance with the advice of counsel or other expert shall be conclusive evidence of such good faith. The Indemnitors shall severally and not jointly indemnify the Representative under and hold him harmless against any loss, liability, damage, claim, suit, penalty, cost or in connection with this Agreement, unless such action or omission results from or arises out expense (including fees and expenses of willful misconduct or counsel) incurred without gross negligence or bad faith on the part of the Representative, Representative and arising out of or in connection with the Representative shall not be liable to any Stockholder acceptance or Optionholder in the event that, in the exercise administration of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its his duties pursuant to this Section 11.12 (the “Representative Expenses”)hereunder. (f) Each Letter The Representative shall have reasonable access to information about the Company and the reasonable assistance of Transmittal the Company’s former officers and employees for purposes of performing his duties and exercising his rights hereunder, other than in context of a dispute hereunder. The Representative shall provide treat confidentially and not use or disclose any Proprietary Information to anyone, except that the Representative may disclose the terms or information to the Indemnitors or the Representative’s employees, attorneys, accountants, financial advisors, agents or authorized representatives on a need-to-know basis, as long as the Person agrees to treat such information confidentially. If requested by Purchaser, the Representative shall be enter into a separate confidentiality agreement before being provided access to such information. (g) By his signature to this Agreement, the agent initial Representative hereby accepts the appointment contained in this Agreement, as confirmed and attorney-in-fact for each of the Stockholders extended by this Agreement, and the Optionholders with full power and authority agrees to act as the Representative under and in accordance with to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement.

Representative. (a) GS Capital Partners VI FundAt the Effective Time, L.P. shall Fortis Advisors LLC, a Delaware limited liability company, will be constituted and appointed as the Representative. Each Indemnitor, by virtue of its adoption of this Agreement or acceptance of the Merger Consideration payable to such Indemnitor, and without any further action of any of the Indemnitors or the Company, will be deemed to have appointed and constituted the Representative as his, her or its representative, exclusive agent and true and lawful attorney-in-fact for each of with the Stockholders powers and authority as set forth in this Agreement, the Optionholders to act as Representative under this Escrow Agreement and the Representative Engagement Agreement. Without limiting the foregoing, the Representative will be the exclusive agent for and on behalf of the Indemnitors to (i) give and receive notices and communications to or from Parent (on behalf of itself or any other agreements contemplated hereby Indemnified Person) relating to this Agreement, the Escrow Agreement, the Representative Engagement Agreement or any of the other Transactions hereunder or thereunder; (ii) authorize the release (by providing joint written instructions to the Escrow Agent) to Parent or the Indemnitors of any amounts from the Indemnification Escrow Fund in accordance with the terms of this Agreement and the Escrow Agreement, including with respect to the Closing Balance Sheet and/or the Post-Closing Statement, and legally bind each Indemnitor to pay cash directly to Parent in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to the Closing Balance Sheet and/or the Post-Closing Statement or such claims in accordance with Section 11.12. In 7.7; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, the event Closing Balance Sheet and/or the Post-Closing Statement or such claims; (v) take all actions necessary or appropriate in the sole judgment of the resignationRepresentative in connection with the Representative’s obligations, death powers and authority hereunder, under the Escrow Agreement and under the Representative Engagement Agreement, in each case without having to seek or obtain the consent of any Person under any circumstance, and (vi) subject to Section 6.3, execute for and on behalf of each Indemnitor any amendment to this Agreement, the Escrow Agreement, the Representative Engagement Agreement or any exhibit, annex or schedule hereto or thereto (including for the purpose of amending addresses or sharing percentages). Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Indemnitors, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. This appointment of agency, this power of attorney and the immunities and rights to indemnification granted to the Representative Group hereunder: (A) are coupled with an interest and will be irrevocable and will not be terminated by any Indemnitor or by operation of Law, whether by the death, incompetence, bankruptcy, liquidation or incapacity of any Indemnitor or the Representativeoccurrence of any other event, a and shall be binding on any successor to such Indemnitor, and any action taken by the Representative reasonably satisfactory to Parent will be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not any Indemnitor or the Representative will have received any notice thereof, and (B) shall thereafter be appointed by survive the delivery of an instrument assignment of the whole or any fraction of his, her or its interest in writing signed by Parent and such successor Representativethe Indemnification Escrow Fund. (b) The Representative is hereby authorized will be the sole and empowered exclusive means of asserting or addressing any of the above, and no Indemnitor will have any right to act foron its own behalf with respect to any such matters, other than any claim or dispute against the Representative. Any notice or communication given or received by, and on behalf any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, any or all the Representative that is within the scope of the Stockholders Representative’s authority pursuant to Section 7.11(a) (a “Representative’s Decision”) will constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all Indemnitors and will be final, binding and conclusive upon each of them and such Indemnitor’s successors as if expressly confirmed and ratified in writing by such Indemnitor, and all defenses which may be available to any Indemnitor to contest, negate or disaffirm the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation action of the transactions contemplated Representative taken in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders good faith under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this the Escrow Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as Representative Engagement Agreement are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or thereinwaived. Parent and Merger Sub shall Each Indemnified Person will be entitled to rely on such appointment and upon any Representative’s Decision as being a notice or communication to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacityby, or dissolution a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or other termination of existenceinstruction of, of any Stockholder or Optionholder shall not terminate the authority each and agency of the Representativeevery such Indemnitor. Parent, Merger Sub Each Indemnified Person is unconditionally and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be irrevocably relieved from any liability to any Person for any acts done by them in accordance with any Representative’s Decision. A notice by Parent to the Representative will constitute a notice to each of the Indemnitors. (c) The Representative may resign at any time upon 15 days written notice to the Advisory Group. The agency of the Representative may be changed, and the Person serving as the Representative may be replaced from time to time, by the vote or consent of Indemnitors representing a majority of the Aggregate Escrow Funding Percentages of all Indemnitors upon not less than ten days’ prior written notice to Parent. A vacancy in the position of the Representative may be filled by the vote or consent of Indemnitors representing a majority of the Aggregate Escrow Funding Percentages of all Indemnitors. If the Representative resigns, refuses or is no longer capable of serving as the Representative hereunder, then the Indemnitors, other than the Representative, representing a majority of the Aggregate Escrow Funding Percentages of all Indemnitors, other than the Representative, will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until the expiration of such act 15-day written notice. In the event of a vacancy in the position of the Representative, or refusal or incapability of the Representative to serve, which continues for more than 30 days, Parent may appoint a successor Representative who will thereafter be a successor Representative hereunder. If there is not a Representative at any time, any obligation to provide notice to the Representative will be deemed satisfied if such notice is delivered to each of the Indemnitors at their addresses last known to Parent, which will be the addresses set forth in the Closing Statement unless Representative provides notice to Parent of any different address in the manner described in Section 8.3. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement, the Escrow Agreement or the Representative Engagement Agreement. (d) The Certain Indemnitors have entered into an engagement agreement (the “Representative Engagement Agreement”) with the Representative to provide direction to the Representative in connection with its services under this Agreement, the Escrow Agreement and the Representative Engagement Agreement (such Indemnitors, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Representative Group”) shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to Indemnitor for any action taken or omitted failure to be taken by the Representative in its role as Representative under or act in connection with this the acceptance or administration of the Representative’s responsibilities hereunder, under the Escrow Agreement or under the Representative Engagement Agreement, unless and only to the extent such action or omission results failure to act constitutes gross negligence or willful misconduct. The Indemnitors shall indemnify, defend and hold harmless the Representative Group from and against any and all losses, claims, damages, liabilities, fees, costs, expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or arises out of amounts paid in settlement (collectively, the “Representative Expenses”) incurred without gross negligence or willful misconduct or gross negligence on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, under the Escrow Agreement or under the Representative Engagement Agreement. Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Indemnification Escrow Fund otherwise distributable to the Indemnitors at the time of distribution, and third, directly from the Indemnitors according to their respective Direct Indemnification Percentages. No bond will be required of the Representative. The Representative will also be entitled to advances against Representative Expenses from the Expense Fund, in the reasonable judgment and discretion of the Representative. The Representative is hereby authorized to withdraw all or any portion of the Expense Fund and to withhold, or cause to be withheld and paid to the Representative, and amounts that would otherwise be distributed to the Indemnitors, in each case to pay for any Representative Expenses. The Indemnitors acknowledge that the Representative shall not be liable required to expend or risk its own funds or otherwise incur any Stockholder or Optionholder in the event that, financial liability in the exercise or performance of any of its reasonable judgmentpowers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement, the Representative believes there will Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Representative shall not be adequate resources available required to cover potential costs and expenses take any action unless the Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to contest a claim made by Parent or Merger Sub protect the Representative against the Stockholders or Optionholderscosts, expenses and liabilities which may be incurred by the Representative in performing such actions. (e) The Representative will not be liable to any Indemnitor for any act done or omitted hereunder as the Representative while acting in good faith and any act done or omitted in accordance with the advice of counsel or other expert will be conclusive evidence of such good faith. The Representative shall be entitled to: (i) rely upon the Closing Statement, (ii) rely upon any signature believed by it to use be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance applicable Indemnitor or discharge of its duties pursuant to this Section 11.12 (the “Representative Expenses”)other party. (f) Each Letter The Representative will have reasonable access to information about the Surviving Entity, the Second Surviving Entity and the reasonable assistance of Transmittal shall the Company’s former officers and employees for purposes of performing the Representative’s duties and exercising the Representative’s rights hereunder, except that no Indemnified Person will be required to provide any information that is subject to a legal privilege or a protective Order or the disclosure of which would violate any Laws. The Representative will treat confidentially and not use or disclose the terms of this Agreement, any Related Agreement or any nonpublic information from or about Parent, Surviving Entity, the Second Surviving Entity or any Indemnified Person to anyone, except that the Representative shall be may disclose the agent terms or information to the Indemnitors or the Representative Group, including the Representative’s employees, attorneys, accountants, financial advisors, agents or authorized representatives on a need-to-know basis, as long as the Person agrees to treat such information confidentially. If requested by Parent, the Representative will enter into a separate confidentiality agreement before being provided access to such information. (g) The initial Representative hereby accepts the appointment contained in this Agreement, as confirmed and attorney-in-fact for each of the Stockholders extended by this Agreement, and the Optionholders with full power and authority agrees to act as the Representative under and in accordance with to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement. (h) The Expense Fund shall be held by the Representative in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement, the Escrow Agreement or the Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group. The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Expense Fund will be deposited in a non-interest bearing account, and neither the Indemnitors nor the Representative will receive any interest on the Expense Fund. Subject to Advisory Group approval, the Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Indemnitors. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund, if any, to the Escrow Agent and/or Parent for further distribution to the Indemnitors in accordance with their respective Direct Indemnification Percentages.

Representative. (a) GS Capital Partners VI FundBy virtue of executing this Agreement and the Transaction Documents, L.P. shall be each of the CanvasRx Shareholders hereby appoints and constitutes ▇▇▇▇▇ ▇▇▇▇ (together with his/her permitted successors) (the "Representative") as his/her/its true and lawful agent and attorney-in-fact to act for and on behalf of such Party for the purpose of taking any and all actions by such Party specified in or contemplated by this Agreement or any of the Transaction Documents, including as agent and attorney-in-fact for each such party: (i) in connection with any amendment or waiver of any provision of this Agreement or the Transaction Documents; (ii) with respect to any other matter that requires an action of any of the Stockholders and the Optionholders to act as Representative CanvasRx Shareholders under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event or any of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor RepresentativeTransaction Documents. (b) The In his capacity as such, the Representative is hereby authorized shall be authorized, at his sole discretion to: (i) give and empowered to act for, receive notices and communications (on behalf of, of any or all of the Stockholders and the Optionholders (with full power of substitution in the premisesCanvasRx Shareholders) in connection with such matters as are reasonably necessary for the consummation relating to this Agreement or any of the transactions and other matters contemplated in this Agreement and hereby; (ii) if applicable, authorize deliveries on behalf of the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing CanvasRx Shareholders to the Stockholders Aurora Company of cash from the CanvasRx Shareholders in satisfaction of Claims asserted by the Aurora Companies; (iii) object to any Claims made by the Aurora Companies against the CanvasRx Shareholders; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and/or agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, any Claims (other than any Claim by the Optionholders under Aurora Companies against a CanvasRx Shareholder for fraud, intentional misrepresentation or wilful breach), including with respect to any dispute between the Aurora Companies and a CanvasRx Shareholders relating to this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby; and (iiv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, in each case without having to terminateseek or obtain the consent of any Person under any circumstance. (c) Any decision, amendact, waive any provision of, consent or abandon, instruction of the Representative under this Agreement or the other agreements contemplated hereby, (iii) to act as the representative Transaction Documents shall constitute a decision of each of the Stockholders to review CanvasRx Shareholders and authorize all claims shall be final, binding and disputes or question conclusive upon each of the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated herebyCanvasRx Shareholders, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub Aurora Companies shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act such decision, act, consent or instruction of the Representative as being the act decision, act, consent or instruction of each of the Stockholder CanvasRx Shareholders. The Representative shall not bear any personal liability in connection with his actions as the Representative, except for personal liability arising out of or Optionholder and shall be relieved from any liability to any Person for any acts done in connection with wilful breach, intentional misrepresentation or fraud by them in accordance with such act of the Representative. (d) The Representative shall limited power of attorney granted hereby is coupled with an interest and shall: (i) survive and not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken affected by the Representative in its role subsequent death, incapacity, disability bankruptcy, liquidation or dissolution as Representative under or in connection with this Agreementapplicable, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part any CanvasRx Shareholder, and (ii) extend to each of the RepresentativeCanvasRx Shareholders' successors, permitted assigns, heirs, executors and the Representative shall not be liable to any Stockholder or Optionholder in the event thatlegal representatives, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholdersas applicable. (e) The Representative may at any time resign from his position upon delivery of notice in writing to the Aurora Companies and each of the CanvasRx Shareholders, which resignation shall be entitled effective only upon the appointment or deemed appointment of a replacement Representative in accordance with the terms hereof. (f) The Representative may be replaced from time to use time by a Majority of the funds constituting CanvasRx Shareholders upon not less than ten (10) days' prior written notice to the Aurora Companies and only with the Aurora Companies' prior written consent, which consent shall not be unreasonably withheld; provided, however, that no removal of the Representative Expense Amountshall be effective until such time as a replacement Representative has been appointed in accordance with the terms hereof. For the purposes hereof. (g) If ▇▇▇▇▇ ▇▇▇▇ resigns from his position as the Representative, or is unable or unwilling to serve as the Representative for any reason, and no other representative is elected in writing by the Majority of the CanvasRx Shareholders prior to such resignation taking effect, then ▇▇▇▇▇▇ Fleiman shall, effective as of the date on which ▇▇▇▇▇ ▇▇▇▇ ceased as the Representative, be deemed to be the substituted Representative for all purposes of this Agreement. (h) The each of the CanvasRx Shareholders, jointly and not severally, hereby agree to hold the Representative harmless each of the CanvasRx Shareholders, in accordance with such CanvasRx Shareholder's pro rata interest as forth in the Direction, agree to indemnify and defend the Representative from and against any and all Losses arising out of or in connection with any act or failure to act of the Representative hereunder, except to the extent that such Losses have been caused by wilful breach, intentional misrepresentation or fraud by the Representative. Each CanvasRx Shareholder hereby acknowledges and agrees that the foregoing hold harmless and indemnity shall survive the Closing and shall survive the resignation or removal of the Representative. The Representative may arrange to receive reimbursement directly from the CanvasRx Shareholders for any and all expenses, charges and liabilities, including, but not limited to, reasonable including attorneys’ ' fees, reasonably incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that the Representative shall be the agent his rights and attorney-in-fact for each of the Stockholders and the Optionholders with full power and authority to act as Representative obligations under and in accordance with the terms of this Agreement.

Representative. (a) GS Capital Partners VI FundIn order to efficiently administer the transactions contemplated hereby, L.P. shall be the agent and Shareholders hereby designate the Representative as their representative, attorney-in-fact and agent for each all purposes set forth herein and hereby authorize the Representative to: (i) take all actions required or permitted by, and exercise all rights granted to, the Representative in this Agreement or the Escrow Agreement; (ii) review the Closing Statement, deliver any Objection Notice with respect thereto, and discuss, negotiate, resolve and fully and finally settle on behalf of the Stockholders Equityholders, any Objection Items or other disputes with respect to the determination of each Closing Net Working Capital and the Optionholders final determination of any adjustment to act as Representative the Purchase Price pursuant to Section 1.4; (iii) take all action necessary in connection with the waiver of any condition to the obligations of the Company or the Equityholders to consummate the transactions contemplated hereby; Table of Contents (iv) discuss, negotiate, resolve and fully and finally settle on behalf of the Equityholders any claims for indemnification by any Indemnified Party pursuant to this Agreement; (v) give and receive notices and communications to or from Buyer or Parent (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (vi) receive and accept service of legal process in connection with any claim or other proceeding against the Equityholders or the Company arising under this Agreement or the Escrow Agreement; (vii) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement or the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event Escrow Agreement on behalf of the resignationEquityholders; (viii) execute and deliver all agreements, death certificates and documents required or incapacity deemed appropriate by the Representative in connection with any of the Representativetransactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (ix) engage special counsel, a successor accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement or the Escrow Agreement; (x) agree to and approve of modifications or amendments to this Agreement or to the Escrow Agreement, and executing and delivering agreements of such modification or amendment; (xi) take all other actions (including defending or enforcing any actions, and to make, deliver and sign any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement) necessary or appropriate in the reasonable judgment of the Representative reasonably satisfactory in connection with any transaction contemplated hereunder or for the accomplishment of the foregoing, in each case without having to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representativeseek or obtain the consent of any Person under any circumstance. (b) The Shareholder Representative is Services LLC hereby authorized accepts its appointment as the initial Representative. (c) Any notice or communication given or received by, and empowered any decision, action, failure to act forwithin a designated period of time, and on behalf agreement, consent, settlement, resolution or instruction of, any the Representative shall constitute a notice or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) communication to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Representative to Equityholders and shall be necessary or desirable in connection withfinal, this Agreementbinding and conclusive upon each such Equityholder; and Buyer, the other agreements contemplated hereby Parent, each Indemnified Party and the transactions contemplated herein or therein. Parent and Merger Sub Escrow Agent shall be entitled to rely on upon any such appointment and notice, communication, decision, action, Table of Contents failure to treat the Representative act within a designated period of time, agreement, consent, settlement, resolution or instruction as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given being a notice or communication to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacityby, or dissolution a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or other termination of existenceinstruction of, of any Stockholder or Optionholder shall not terminate the authority each and agency of the Representativeevery such Equityholder. Buyer, Parent, Merger Sub each Indemnified Party and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be Escrow Agent are hereby relieved from any liability to any Person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Representative. (d) The Shareholders hereby agree that: (i) no Shareholder shall have any cause of action against the Representative for any action taken or not taken, any decision made or any instruction given or not given by the Representative under this Agreement, the Escrow Agreement and the agreements and instruments contemplated hereby and thereby, except for causes of action for fraud by the Representative or the Representative’s gross negligence or willful misconduct; (ii) remedies available at Law for any breach of the provisions of this Section 1.5 are inadequate; therefore, the Buyer and Parent shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if the Buyer or Parent brings an action to enforce the provisions of this Section 1.5; and (iii) the provisions of this Section 1.5 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of the Buyer, Parent, the Representative, and each Shareholder, and any references in this Agreement to a Shareholder or the Shareholders shall mean and include the successors to the Shareholders’ rights hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or otherwise. (e) The Shareholders, Buyer and Parent acknowledge and agree that the Representative can be removed and/or replaced (including following its resignation) upon the affirmative written consent of (i) Shareholders holding prior to Closing a majority of interest of the Ordinary Shares and (ii) Shareholders holding prior to Closing a majority of interest of the Preferred Shares. Upon the due removal and/or replacement of the Representative, Buyer or Parent and the newly appointed Representative shall provide prompt written notice to the Escrow Agent concerning such replacement. The Representative may resign at any time, upon 20 days prior written notice in the event of circumstances rendering it impracticable for the Representative to continue to effectively serve, including amendments increasing the Representative’s responsibilities without its consent or failure to pay amounts due to the Representative. (f) At the Closing, pursuant to Section 1.2(h), the Paying Agent shall cause to be deposited with the Representative $250,000 (the “Representative Expense Fund”), which shall be withheld from the consideration otherwise payable at Closing to each Equityholder in accordance with Section 1.2 and the Representative Fund allocation per Equityholder set forth in the Closing Payment Schedule. The Representative Expense Fund shall be used by the Table of Contents Representative for the payment of third party expenses incurred by it in performing its duties in accordance with this Section 1.5 and any other agreement entered into between the Representative and all or part of the Equityholders. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The amounts deposited in the Representative Expense Fund shall be available for the payment of all fees and expenses reasonably incurred by the Representative in performing its duties under this Agreement and any agreements ancillary hereto; provided that any portion of the Representative Expense Fund not ultimately required for the payment of such fees and expenses shall be delivered by the Representative to the Paying Agent, following the completion of the Representative’s responsibilities, for further distribution to each Equityholder in accordance with the provisions of Section 1.2(h). For Tax purposes, the Representative Expense Fund shall be treated as having been distributed to and received by the Equityholders at Closing, in proportion to the amounts to be distributed to each Equityholder as set forth in the Closing Payment Schedule (i.e., on an as-if distributed in full basis). (g) The Representative shall not be liable to any Stockholder, Optionholder or to Indemnifying Party for any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted hereunder or under any agreements ancillary hereto while acting in good faith and without gross negligence or willful misconduct (it being understood that any act done or omitted pursuant to the advice of counsel shall be taken by conclusive evidence of such good faith). The Equityholders will indemnify, defend and hold harmless the Representative in its role as from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative under Losses”) arising out of or in connection with the Representative’s execution and performance of this AgreementAgreement and any agreements ancillary hereto, unless in each case as such action Representative Loss is suffered or omission results from or arises out of incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence, willful misconduct or gross negligence on the part fraud of the Representative, and the Representative shall will reimburse the Equityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence, willful misconduct or fraud. If not be liable paid directly to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not by the Equityholders, any such Representative Losses may be adequate resources available to cover potential costs and expenses to contest a claim made recovered by Parent or Merger Sub against the Stockholders or Optionholders. Representative from (ei) The Representative shall be entitled to use the funds constituting in the Representative Expense AmountFund and (ii) the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Equityholders; provided, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by that while this section allows the Representative to be paid from the aforementioned sources of funds, this does not relieve the Equityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Equityholders or otherwise. Notwithstanding anything in this Agreement to the performance contrary, any restrictions or discharge limitations on liability or indemnification obligations of its duties pursuant the Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this Section 11.12 (1.5. The foregoing indemnities will survive the “Representative Expenses”). (f) Each Letter Closing, the resignation or removal of Transmittal shall provide that the Representative shall be or the agent and attorney-in-fact for each of the Stockholders and the Optionholders with full power and authority to act as Representative under and in accordance with the terms termination of this Agreement.

Representative. (a) GS Capital Partners VI FundBy virtue of the Company Required Stockholder Consent, L.P. this Agreement and the transactions contemplated hereby by the Company Stockholders, each of the Company Stockholders shall be deemed to have agreed to appoint H▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Representative”) as its agent and attorney-in-fact fact, as the Representative for each and on behalf of the Company Stockholders to give and receive notices and communications, to authorize payment to any Indemnified Party from the Optionholders Escrow Fund in satisfaction of claims by such Indemnified Party pursuant to act as Representative under Section 7.2(a), to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Stockholder or by any such Company Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Stockholder, in each case relating to this Agreement, the Escrow Agreement and or the other agreements transactions contemplated hereby or thereby, and to take all other actions that are either (i) necessary or appropriate in accordance with the judgment of the Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Section 11.12Agreement or the Escrow Agreement. In the event The identity of the resignationRepresentative may be changed by the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Purchaser; provided, death however, that the Representative may not be removed unless holders of at least two-thirds of the interest of the Escrow Fund agrees in writing to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Representative may be filled by the holders of a majority in interest of the Escrow Fund. Notices or incapacity communications to or from the Representative shall constitute notice to or from the Company Stockholders. A decision, act, consent or instruction of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by including an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act foramendment, and on behalf of, any extension or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions waiver of this Agreement pursuant to Section 8.3 and Section 8.4 hereof, shall constitute notice to a decision of the Company Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment shall be final, binding and conclusive upon the Company Stockholders; and each of the Representative is an agency coupled with an interest Escrow Agent and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative Purchaser may conclusively and absolutely rely, without inquiry, rely upon any act such decision, act, consent or instruction of the Representative as being the act decision, act, consent or instruction of the Stockholder or Optionholder Company Stockholders. Each of the Escrow Agent and shall be Purchaser is hereby relieved from any liability to any Person person for any acts done by them in accordance with such act decision, act, consent or instruction of the Representative. (db) The Representative shall not be liable to for any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by hereunder as Representative while acting in good faith and in the exercise of reasonable judgment. The Company Stockholders shall indemnify the Representative in its role as and hold the Representative under harmless against any loss, liability or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs fees and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in connection with the performance of his duties under this Agreement or discharge of its duties pursuant to this Section 11.12 the Escrow Agreement (the “Representative Expenses”). (f) Each Letter . Following the Expiration Date and the satisfaction of Transmittal shall provide that all claims made by Indemnified Parties for Losses, the Representative shall be have the agent right to recover Representative Expenses from the Escrow Fund prior to any distribution to the Company Stockholders, and attorney-in-fact for each prior to any such distribution, shall deliver to Purchaser and the Escrow Agent a certificate setting forth the Representative Expenses actually incurred; provided, that, the Escrow Agent shall release up to One Hundred Thousand Dollars ($100,000) to the Representative from the Escrow Fund at any time, upon receipt of a certificate setting forth such Representative Expenses, to cover any Representative Expenses incurred by the Representative in connection with the performance of the Stockholders and the Optionholders Representative’s duties with full power and authority respect to act as Representative under and any Third Party Claim in accordance with the terms of this AgreementSection 7.6.

Representative. (a) GS Capital Partners VI FundAt the Effective Time, L.P. shall Vista will be constituted and appointed as the agent Representative. Each Indemnifying Party hereby irrevocably appoints the Representative as the agent, proxy and attorney-in-fact for each such Indemnifying Party for all purposes of this Agreement, including full powers and authority on such Indemnifying Party’s behalf to (1) consummate the Transactions, (2) enter into the Escrow Agreement, (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 other Transactions; (4) pay expenses (whether incurred on or after the date hereof) incurred in connection with the 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 Optionholders Escrow Fund and legally bind each Indemnifying Party to act as Representative under this Agreement and the pay cash directly to Parent in satisfaction of claims asserted by Parent (on behalf of itself or any other agreements contemplated hereby Indemnified Person, including by not objecting to such claims); (7) 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 with respect to, such claims; (9) take all actions necessary or appropriate in the terms of this Section 11.12. In the event judgment of the resignationRepresentative 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 (including for the purpose of amending addresses or sharing percentages). 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 Party or by operation of Law, whether by the death or incapacity of any Indemnifying Party or the Representativeoccurrence of any other event, a successor and any action taken by the Representative reasonably satisfactory to Parent shall thereafter will be appointed by an instrument in writing signed by Parent and as valid as if such successor Representativedeath, incapacity or other event had not occurred, regardless of whether or not any Indemnifying Party or the Representative will have received any notice thereof. (b) The Representative is hereby authorized will be the sole and empowered exclusive means of asserting or addressing any of the above, and no Indemnifying Party will have any right to act foron its own behalf with respect to any such matters, other than any claim or dispute against the Representative. Any notice or communication given or received by, and on behalf any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, any or all the Representative that is within the scope of the Stockholders and the Optionholders Representative’s authority pursuant to Section 7.11(a) (with full power of substitution in the premisesa “Representative’s Decision”) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) will constitute a notice or communication to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all Indemnifying Parties and will be necessary or desirable in connection withfinal, this Agreement, the other agreements contemplated hereby binding and conclusive upon each of them. Each Indemnified Person and the transactions contemplated herein or therein. Parent and Merger Sub shall Escrow Agent will be entitled to rely on such appointment and upon any Representative’s Decision as being a notice or communication to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacityby, or dissolution a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or other termination of existenceinstruction of, of any Stockholder or Optionholder shall not terminate each and every such Indemnifying Party. Each Indemnified Person and the authority Escrow Agent are unconditionally and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be irrevocably relieved from any liability to any Person for any acts done by them in accordance with any Representative’s Decision. A notice by Parent to the Representative will constitute a notice to each of the Indemnifying Parties. (c) The agency of the Representative may be changed, and the Person serving as the Representative may be replaced from time to time, by the vote or consent of Indemnifying Parties representing a majority of the Aggregate Escrow Funding Percentages of all Indemnifying Parties upon not less than ten days’ prior written notice to Parent. A vacancy in the position of the Representative may be filled by the vote or consent of Indemnifying Parties representing a majority of the Aggregate Escrow Funding Percentages of all Indemnifying Parties. If the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Indemnifying Parties, other than the Representative, representing a majority of the Aggregate Escrow Funding Percentage of all Indemnifying Parties, other than the Representative, will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until such successor is duly appointed and qualified to act hereunder. In the event of a vacancy in the position of the Representative, or refusal or incapability of the Representative to serve, which continues for more than 90 days, Parent may appoint a successor Representative who will thereafter be a successor Representative hereunder. If there is not a Representative at any time, any obligation to provide notice to the Representative will be deemed satisfied if such notice is delivered to each of the Indemnifying Parties at their addresses last known to Parent, which will be the addresses set forth in the Closing Statement unless Representative provides notice to Parent of any different address in the manner described in Section 8.3. (d) The Representative shall not be liable to any StockholderAll expenses, Optionholder or to any other Person (other than Parent or Merger Sub)if any, with respect to any action taken or omitted to be taken incurred by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out the performance of willful misconduct or gross negligence on its duties as the part Representative (the “Representative Expenses”) will be borne and paid by the Indemnifying Parties. No bond will be required of the Representative, and the Representative shall will not receive any compensation for its services. The Representative will also be liable entitled to any Stockholder or Optionholder in advances against Representative Expenses from the event thatRepresentative Fund, in the exercise judgment and discretion of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or OptionholdersRepresentative. (e) The Representative shall will not be entitled liable to use the funds constituting any Indemnifying Party for any act done or omitted hereunder as the Representative Expense Amount, for while acting in good faith and any act done or omitted in accordance with the advice of counsel or other expert will be conclusive evidence of such good faith. The Indemnifying Parties will jointly and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by severally indemnify the Representative and hold the Representative harmless against any Losses incurred without bad faith on the part of the Representative and arising out of or in connection with the performance acceptance or discharge administration of its the Representative’s duties pursuant to this Section 11.12 (the “Representative Expenses”)hereunder. (f) Each Letter The Representative will have reasonable access to information about the Surviving Company and the reasonable assistance of Transmittal shall the Company’s former officers and employees for purposes of performing the Representative’s duties and exercising the Representative’s rights hereunder, except that no Indemnified Person will be required to provide any information that is subject to a legal privilege or a protective Order or the disclosure of which would violate any Laws. The Representative will treat confidentially and not use or disclose the terms of this Agreement, any Related Agreement or any nonpublic information from or about Parent, Surviving Company or any Indemnified Person to anyone, except that the Representative shall be may disclose the agent terms or information to the Indemnifying Parties or the Representative’s employees, attorneys, accountants, financial advisors, agents or authorized representatives on a need-to-know basis, as long as the Person agrees to treat such information confidentially. If requested by Parent, the Representative will enter into a separate confidentiality agreement before being provided access to such information. (g) The initial Representative hereby accepts the appointment contained in this Agreement, as confirmed and attorney-in-fact for each of the Stockholders extended by this Agreement, and the Optionholders with full power and authority agrees to act as the Representative under and in accordance with to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement.

Representative. (a) GS Capital Partners VI Fund, L.P. shall be the agent Effective upon and attorney-in-fact for each by virtue of the Stockholders Stockholder Approval and the Optionholders to act as Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement Merger, and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to any further act of any of the Stockholders or Optionholders, the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act Representative is hereby irrevocably appointed as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereofrepresentative, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect theretoagent, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated herebyproxy, and attorney in fact (vicoupled with an interest) in general, do for all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and 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 to the Closing Merger Consideration contemplated by Section 2.03 and claims for indemnification under Article X); (iii) subject to the terms of this Agreement, to receive and disburse to, or caused to be received or disbursed to, any Stockholder or Optionholder any funds received on behalf of such Stockholder or Optionholder under this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or otherwise; (iv) to withhold any amounts received on behalf of any Stockholder or Optionholder pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy (on behalf of the Stockholders and Optionholders) any and all obligations or Liabilities of any Stockholder, Optionholder or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Stockholders and Optionholders) in connection with the adjustment to the Closing Merger Consideration contemplated by Section 2.03 or the indemnification of the Purchaser Indemnified Parties under Article X); (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); and (vi) 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 will survive the death, incapacity, bankruptcy, dissolution or liquidation of each Stockholder and Optionholder. All decisions and actions made or taken by the Representative will be binding upon each Stockholder and Optionholder, and no Stockholder or Optionholder will have the right to object, dissent, protest or otherwise contest the same. The Representative will have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations will be determined solely by the express provisions of this Agreement. (a) Effective upon and by virtue of the Stockholder Approval, and without any further act of any of the Stockholders or Optionholders, the Representative and its Non-Recourse Parties will be indemnified, held harmless and reimbursed by each Stockholder and Optionholder severally (based on each Stockholder’s and Optionholder’s Allocation Percentage), and not jointly, against all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expenses of document location, duplication and shipment) (collectively, the “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered and incurred; provided, that in the event that any Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Stockholders and Optionholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Any such Representative Losses shall (i) first, be recovered by the Representative from the Representative Holdback Amount and (ii) second, be recovered by the Representative from the escrow amounts held pursuant to the Escrow Agreement, but solely at such time and to the extent any remaining amounts are otherwise required to be distributed to the Stockholders and Optionholders; provided, that while this Section 12.14(b) requires the Representative to be paid first from the Representative Holdback Amount and second from the escrow amounts held pursuant to the Escrow Agreement that are required to be distributed to the Stockholders and Optionholders, this Section 12.14(b) does not relieve the Stockholders and Optionholders from their obligation to promptly pay the amount of such Representative Losses in excess of the amount actually recovered (or available to be recovered) from the Representative Holdback Amount and escrow amounts held pursuant to the Escrow Agreement that are required to be distributed to the Stockholders and Optionholders as they are suffered or incurred, nor does this Section 12.14(b) prevent the Representative from seeking any remedies available to it at law or otherwise in respect of such excess amounts. In no event will the Representative be required to advance its own funds on behalf of the Stockholders and Optionholders or otherwise. The Stockholders and Optionholders acknowledge and agree that the foregoing indemnities will survive the resignation of or removal of the Representative or the termination of this Agreement. (b) Neither the Representative nor any of its Non-Recourse Parties will incur any Liability to any Stockholder or Optionholder by virtue of the failure or refusal of the Representative or any of its Non-Recourse Parties for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder and under any agreement ancillary hereto, except for actions or omissions constituting Fraud. (c) The appointment Representative Holdback Amount will be held by the Representative and used for the purpose of paying directly, or reimbursing the Representative for, any third party expenses pursuant to this Agreement and any agreements ancillary hereto. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Stockholders and Optionholders will not receive any interest or earnings on the Representative Holdback Amount and each irrevocably transfers and assigns to the Representative any ownership right that he, she or it may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative is an agency coupled Holdback Amount other than as a result of its gross negligence or willful misconduct. Contemporaneous with an interest and is irrevocable and any action taken by or soon as practicable following the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency completion of the Representative. Parent’s duties, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act will deliver the balance of the Representative Holdback Amount to the Paying Agent for further distribution to the Stockholders and Optionholders based on their respective Allocation Percentage. For tax purposes, the Representative Holdback Amount will be treated as having been received and voluntarily set aside by the act Stockholders and Optionholders at the time of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the RepresentativeClosing. (d) The Notwithstanding anything to the contrary set forth herein, the Representative shall and its Affiliates will not be liable for any Loss to any Stockholder, Stockholder or Optionholder or to any other Person (other than Parent or Merger Sub), with respect to for any action taken or omitted to be not taken by the Representative or for any act or omission taken or not taken in its role reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by the Purchaser or the Merger Sub or the Surviving Corporation. (e) Except as Representative under may have been expressly and specifically agreed to in writing by a Stockholder or Optionholder, on the one hand, and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (“BT LLP”), on the other hand: (i) BT LLP has not and is not representing, and will not be deemed to have represented any Stockholder or Optionholder in connection with this Agreement, unless such action the transactions contemplated hereby; and (ii) BT LLP has not and is not providing any advice or omission results from counsel (including legal advice or arises out of willful misconduct or gross negligence on the part of the Representativecounsel), and the Representative shall will not be liable deemed to have provided counsel or advice, to any Stockholder or Optionholder in connection with the event thattransactions contemplated hereby. Each Stockholder and Optionholder agrees that BT LLP may represent the Representative and its Affiliates in any matter related to the transaction completed hereby including matters which maybe adverse to such Stockholders or Optionholders and, in the exercise furtherance thereof, each Stockholder and Optionholder consents to, and waives, without limitation, restriction or condition of its reasonable judgmentany kind, any actual or potential conflict or other actual or potential objection with respect to BT LLP’s representation of the Representative believes there will not be adequate resources available and its Affiliates in any matter related to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholderstransaction completed hereby. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that the Representative shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders with full power and authority to act as Representative under and in accordance with the terms of this Agreement.

Representative. (a) GS Capital Partners VI FundAt the Effective Time, L.P. Shareholder Representative Services LLC shall be constituted and appointed as the Representative, and the Representative hereby accepts such appointment. Each Indemnifying Securityholder, by virtue of its adoption of this Agreement and approval of the Merger, shall be deemed to have appointed and constituted the Representative as their agent and true and lawful attorney-in-fact for each of the Stockholders and the Optionholders to act as Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of powers and authority as set forth in this Section 11.12Agreement. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, shall be the exclusive agent for and on behalf of, any or all of the Stockholders and Indemnifying Securityholders to (1) enter into the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Escrow Agreement, (ii2) give and receive notices and communications to terminate, amend, waive or from Parent (on behalf of itself or any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iiiIndemnified Person) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including and/or the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative Agent relating to be necessary or desirable in connection with, this Agreement, the Escrow Agreement or any of the other agreements contemplated hereby Transactions; (3) authorize deliveries to Parent of cash or other property from the Escrow Fund and the transactions contemplated herein legally bind each Indemnifying Securityholder to pay cash directly to Parent in satisfaction of claims asserted by Parent (on behalf of itself or therein. Parent and Merger Sub shall be entitled any other Indemnified Person, including by not objecting to rely on such appointment and claims); (4) object to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative 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 with respect to, such claims; (6) take all actions necessary or appropriate in the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment 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, 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 (including for the purpose of amending addresses or sharing percentages). The Representative shall be the sole and exclusive means of asserting or addressing any of the above, and no Indemnifying Securityholder 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 an agency coupled with an interest and is 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 pursuant to the authority granted in this Section 11.12 shall will be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from as valid as if such Stockholder or Optionholder. The death or incapacitydeath, or dissolution incapacity or other termination event had not occurred, regardless of existence, of whether or not any Stockholder Indemnifying Securityholder or Optionholder shall not terminate the authority and agency Representative will have received any notice thereof. No bond will be required of the Representative. ParentAfter the Closing, Merger Sub and any other party notices or communications to any document contemplated by this Agreement in dealing with or from the Representative shall constitute notice to or from each of the Indemnifying Securityholders. (b) The Person serving as the Representative may conclusively resign at any time and absolutely relymay be replaced from time to time, without inquiry, by the holders of a majority in interest of the Company Capital Stock outstanding immediately prior to the Effective Time upon any act not less than ten (10) days’ prior written notice to Parent. The agency of the Representative may be changed only when the Person serving as the act Representative is replaced pursuant to the preceding sentence. A vacancy in the position of Representative may be filled by the holders of a majority in interest of the Stockholder Company Capital Stock outstanding immediately prior to the Effective Time. If the Representative refuses or Optionholder and shall is no longer capable of serving as the Representative hereunder, then the Indemnifying Securityholders will promptly, within ten (10) days after such resignation or removal, appoint a successor Representative who will thereafter be relieved from a successor Representative hereunder. If there is not a Representative at any liability time, any obligation to any Person for any acts done by them in accordance with provide notice to the Representative will be deemed satisfied if such act notice is delivered to each of the RepresentativeIndemnifying Securityholders at their addresses last known to Parent, which will be the address set forth in the Spreadsheet unless the Representative provides notice to Parent of a different address in the manner described in Section 8.4. (dc) The Representative shall not be liable to any Stockholder, Optionholder or to Indemnifying Securityholder for any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by hereunder as the Representative while acting in its role as good faith and any act done or omitted in accordance with the advice of counsel or other expert shall be conclusive evidence of such good faith. The Indemnifying Securityholders shall jointly and severally indemnify and defend the Representative under and hold the Representative harmless against any loss, liability , damage, claim, penalty, fine, forfeitures, action, fee, cost or expense including the fees and expenses of counsel and experts and their staffs and all expenses of document location duplication and shipment) (collectively, “Representative Expenses”) arising out of or in connection with this the acceptance or administration of the Representative’s duties hereunder. and under the Escrow Agreement, unless in each case as such action Representative Expense is suffered or omission results from incurred; provided, that in the event that any such Representative Expense is finally adjudicated to have been directly caused by the gross negligence, fraud or arises out of willful misconduct or gross negligence on the part bad faith of the Representative, the Representative will reimburse the Indemnifying Securityholders the amount of such indemnified Representative Expense to the extent attributable to such gross negligence, fraud or bad faith. If not paid directly to the Representative by the Indemnifying Securityholders, any such Representative Expenses may be recovered by the Representative (i) from the funds in the Representative Expense Fund and (ii) following the termination of the Escrow Period, the resolution of all Liability Claims and the satisfaction of all claims made by Indemnified Parties for Losses, from the amounts in the Escrow Fund prior to any distribution to the Stockholders; provided, that while this section allows the Representative to be paid from the Representative Expense Fund and the Escrow Fund, this does not relieve the Indemnifying Securityholders from their obligation to promptly pay such Representative Expenses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Indemnifying Securityholders or otherwise. The Indemnifying Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (d) The Representative shall have reasonable access to information about the Surviving Corporation and the reasonable assistance of the Company’s former officers and employees for purposes of performing its duties and exercising its rights hereunder; provided that the Representative shall treat confidentially and not be liable use or disclose the terms of this Agreement or any nonpublic information from or about Parent, Surviving Corporation, or any Indemnified Person to any Stockholder anyone (except as required by Law or Optionholder in to the event thatIndemnifying Securityholders or the Representative’s employees, attorneys, accountants, financial advisors or authorized representatives on a need to know basis, in each case who agree to treat such information confidentially), provided, however, that neither Parent nor the exercise of Surviving Corporation shall be obligated to provide such access or information if it determines, in its reasonable judgment, that doing so would violate applicable Law or any Contract to which Parent, the Surviving Corporation or any of their Affiliates is a Party or obligation of confidentiality owed by Parent, the Surviving Corporation or any of their Affiliates to a third party, jeopardize the protection of attorney-client privilege or expose Parent or the Surviving Corporation to risk of liability for disclosure of sensitive or personally identifiable information. Notwithstanding anything in this Agreement to the contrary, following the Closing and the public announcement (if any) of the Merger, the Representative believes there will shall be permitted to publicly announce that it has been engaged to serve as the Representative in connection with the Merger as long as such announcement does not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent disclose any of the terms of the Merger or Merger Sub against the Stockholders other transactions contemplated herein or Optionholdershereby. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of By its duties pursuant signature to this Section 11.12 (Agreement, the “initial Representative Expenses”). (f) Each Letter of Transmittal shall provide that hereby accepts the Representative shall be the agent appointment contained in this Agreement, as confirmed and attorney-in-fact for each of the Stockholders extended by this Agreement, and the Optionholders with full power and authority agrees to act as the Representative under and in accordance with to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement. (f) Upon the Closing, the Company will wire, or will cause to be wired, one hundred thousand US Dollars ($100,000) (the “Representative Expense Fund”) to the Representative, which will be used for the purposes of paying directly, or reimbursing the Representative for, any third party expenses of the Representative pursuant to this Agreement and the Escrow Agreement. The Indemnifying Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund other than as a result of its gross negligence, willful misconduct, bad faith or fraud. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. Contemporaneous with or as soon as practicable following the completion of the Representative’s duties, the Representative will deliver the balance of the Representative Expense Fund to the Payment Agent (or the Surviving Corporation’s payroll agent, as applicable) for further distribution to the Indemnifying Securityholders. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Indemnifying Securityholders at the time of Closing.

Representative. (a) GS Capital Partners VI FundIn addition to the other rights and authority granted to the Representative elsewhere in this Agreement, L.P. shall be the agent upon and attorney-in-fact for each by virtue of the approval of the requisite Company Stockholders and the Optionholders to act as Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act forAgreement, and on behalf ofpursuant to each Letter of Transmittal, any or all of the Company Stockholders collectively and irrevocably constitute and appoint the Optionholders (with full power of substitution in Representative as their agent and representative to act, provided however that the premises) in connection with such matters Representative shall have no obligation to the Company Stockholders to act other than as are reasonably necessary for expressly provided herein, from and after the date hereof and to do any and all things and execute any and all documents that may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement, including: (i) execution of the documents and certificates pursuant to this Agreement; (ii) receipt of payments under or pursuant to this Agreement and disbursement thereof, as contemplated by this Agreement; (iii) payment of amounts due to the Parent pursuant to this Agreement; (iv) receipt and forwarding of notices and communications pursuant to this Agreement; (v) administration of the provisions of this Agreement; (vi) giving or 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 other agreements contemplated hereby including, without limitation, execution or delivery of any documents that may be necessary or appropriate in connection therewith; (ivii) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, amending this Agreement or any of the instruments to be delivered to the Parent pursuant to this Agreement; (viii) (A) disputing or refraining from disputing, on behalf of each Company Stockholder relative to any amounts to be received by such Company Stockholder under this Agreement or any agreements contemplated hereby, any claim made by the Parent under this Agreement or other agreements contemplated hereby, (iiiB) to act as the representative negotiating and compromising, on behalf of the Stockholders to review each such Company Stockholder, any dispute that may arise under, and authorize all claims and disputes exercising or question the accuracy thereofrefraining from exercising any remedies available under, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in 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 in connection with this Agreement or any other agreements agreement contemplated herebyhereby 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 (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, any decision or deemed 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 be necessary object, dissent, protest or desirable otherwise contest the same. (b) Notwithstanding Section 5.19(a), in connection with, the event that the Representative is of the opinion that it requires further authorization or advice from the Company Stockholders on any matters concerning this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub Representative shall be entitled to rely seek such further authorization or advice from the Company Stockholders prior to acting on their behalf. In such event, each Company Stockholders shall vote in accordance with the pro rata portion of the Merger Consideration paid to such Company Stockholders in accordance with this Agreement and the authorization of a majority of such Persons shall be binding on all of the Company Stockholders and shall constitute the authorization of the Company Stockholders. The appointment and to treat of the Representative as the duly appointed each Company Stockholder’s attorney-in-fact revokes any power of each attorney heretofore granted that authorized any other person or persons to represent such Company Stockholder with regard to this Agreement. The appointment of the Representative is coupled with an interest and Optionholdershall be irrevocable by any Company Stockholder in any manner or for any reason. Notices given This authority granted to the Representative in accordance with shall not be affected by the provisions death, illness, dissolution, disability, incapacity or other inability to act of this Agreement shall constitute notice any principal pursuant to any applicable Law. ▇▇▇▇▇▇ ▇. ▇▇▇ Equity Fund VI, L.P. hereby accepts its appointment as the Stockholders and Optionholders for all purposes under this Agreementinitial Representative. (c) The appointment Representative may resign from its position as Representative at any time by written notice delivered to the Parent and the Company Stockholders. If there is a vacancy at any time in the position of the Representative is an agency coupled with an interest and is irrevocable and for any action taken by the Representative pursuant to the authority granted in this Section 11.12 reason, such vacancy shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated filled by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them a majority vote in accordance with such act of the Representativemethod set forth in Section 5.19(b). (d) All acts of the Representative hereunder in its capacity as such shall be deemed to be acts on behalf of the Company Stockholders and not of the Representative individually. Other than as a result of gross negligence or willful misconduct by the Representative, the Representative shall not have any liability for any amount owed to the Parent pursuant to this Agreement. Other than as a result of gross negligence or willful misconduct by the Representative, the Representative shall not be liable to the Company, the Parent or the Merger Sub, in his or its capacity as the Representative, for any liability of a Company Stockholder or otherwise, or for anything that it may do or refrain from doing in connection with this Agreement. The Representative shall not be liable to the Company Stockholders, in its capacity as the Representative, for any Stockholderliability of a Company Stockholder or otherwise, Optionholder or for any error of judgment, or any act done or step taken or omitted by it in good faith, or for any mistake in fact or Law, or for anything that it may do or refrain from doing in connection with this Agreement except in the case of the Representative’s gross negligence or willful misconduct. The Representative may seek the advice of legal counsel in the event of any dispute or question as to the construction of any other Person (other than Parent of the provisions of this Agreement or its duties hereunder, and it shall incur no liability in its capacity as the Representative to the Parent, either Merger Sub), the Company or the Company Stockholders and shall be fully protected with respect to any action taken taken, omitted or omitted to be taken suffered by it in good faith in accordance with the advice of such counsel. The Representative shall not by reason of this Agreement have a fiduciary relationship in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out respect of willful misconduct or gross negligence on the part of the Representativeany Company Stockholder, and the Representative shall not be liable to any Stockholder or Optionholder in parties acknowledge that the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to Representative’s obligations under this Section 11.12 (5.19 are solely as a representative of the “Representative Expenses”). (f) Each Letter of Transmittal shall provide Company Stockholders and that the Representative shall be the agent and attorney-in-fact have no personal responsibility or liability for each of the Stockholders and the Optionholders with full power and authority to act as Representative under and any expenses, costs or other liabilities incurred by it in accordance with the terms of this Agreementsuch capacity.

Representative. (a) GS Capital Partners VI FundIn addition to the other rights and authority granted to the Representative elsewhere in this Agreement, L.P. shall be the agent and attorney-in-fact for each of the Stockholders Surge Equityholders hereby to the fullest extent permitted by applicable Law, irrevocably constitutes and appoints the Optionholders Representative as its true and lawful proxy, attorney, agent and representative to act as (provided, however, that the Representative under this Agreement and shall have no obligation to the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered 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 and on behalf ofof such Surge Equityholder, any and in such Surge Equityholder’s name, place and stead, that may be necessary, convenient or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for appropriate to facilitate the consummation of the transactions contemplated by this Agreement, including: (i) execution of the documents and certificates pursuant to this Agreement; (ii) receipt of payments under or pursuant to this Agreement and disbursement thereof, as contemplated by this Agreement; (iii) receipt and forwarding of notices and communications pursuant to this Agreement; (iv) administration of the provisions of this Agreement; (v) giving or 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 other agreements contemplated hereby including, without limitation, execution or delivery of any documents that may be necessary or appropriate in connection therewith; (ivi) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, 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 disputing, on behalf of each Surge Equityholder relative to any Surge Merger Consideration to be received by such Surge Equityholder under this Agreement or any agreements contemplated hereby, any claim made by Motor or ParentCo under this Agreement or other agreements contemplated hereby, (iiiB) to act as the representative negotiating and compromising, on behalf of the Stockholders to review each such Surge Equityholder, any dispute that may arise under, and authorize all claims and disputes exercising or question the accuracy thereofrefraining from exercising any remedies available under, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in 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 agreements contemplated herebyshares voting on each particular matter at such meeting of ParentCo’s shareholders, and an irrevocable proxy with respect thereto is hereby granted, and (viix) engaging attorneys, accountants, agents or consultants on behalf of the Surge Equityholders in generalconnection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. Any such actions taken, do all things exercises of rights, power or authority, and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, any decision or deemed determination made by the Representative consistent herewith, shall to the fullest extent permitted by applicable Law, be necessary absolutely and irrevocably binding on each Surge Equityholder as if such Surge Equityholder personally had taken such action, exercised such rights, power or desirable authority or made such decision or determination in connection withsuch Surge Equityholder’s individual capacity, and no Surge Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (b) Notwithstanding Section ‎‎4.20(a), in the event that the Representative is of the opinion that he requires further authorization or advice from the Surge Equityholders on any matters concerning this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub Representative shall be entitled to rely seek such further authorization or advice from the Surge Equityholders prior to acting on their behalf. In such event, each Surge Equityholder shall vote in accordance with the pro rata portion of the Surge Merger Consideration payable or paid to such Surge Unitholders in accordance with this Agreement and the authorization of Persons entitled to receive at least a majority of the Surge Merger Consideration shall, to the fullest extent permitted by applicable Law, be binding on all of the Surge Equityholders and shall constitute the authorization of the Surge Equityholders. The appointment and to treat of the Representative as the duly appointed each Surge Equityholder’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other person or persons to represent such Surge Equityholder with regard to the facilitation of the Transactions. The appointment of the Representative is coupled with an interest and shall, to the fullest extent permitted by applicable Law, be irrevocable by each Stockholder and OptionholderSurge Equityholder in any manner or for any reason. Notices given The authority granted to the Representative in accordance with by this Section ‎‎4.20 shall survive and shall not be affected by the provisions death, illness, dissolution, disability, bankruptcy, incapacity or other inability to act of this Agreement shall constitute notice any Surge Equityholder pursuant to any applicable Law. ▇▇▇▇ ▇▇▇▇▇▇ hereby accepts his appointment as the Stockholders and Optionholders for all purposes under this Agreementinitial Representative. (c) The appointment Representative may resign from his position as Representative at any time by written notice delivered to ParentCo and the Surge Equityholders. If there is a vacancy at any time in the position of the Representative is an agency coupled with an interest and is irrevocable and for any action taken by the Representative pursuant to the authority granted in this Section 11.12 reason, such vacancy shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated filled by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them a majority vote in accordance with such act of the Representativemethod set forth in Section ‎‎4.20(b). (d) The All acts of the Representative hereunder in his capacity as such shall, to the fullest extent permitted by applicable Law, be deemed to be acts on behalf of the Surge Equityholders and not of the Representative individually. Other than as a result of willful misconduct by the Representative, the Representative shall not be liable have any liability for any amount owed to any Stockholder, Optionholder Motor or ParentCo pursuant to any other Person (other this Agreement to the fullest extent permitted by applicable Law. Other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out a result of willful misconduct or gross negligence on the part of by the Representative, and the Representative shall not be liable to Surge, Motor, ParentCo or the Merger Subs, in his capacity as the Representative, for any Stockholder liability of a Surge Equityholder or Optionholder otherwise, or for anything that he may do or refrain from doing in connection with this Agreement to the fullest extent permitted by applicable Law. To the fullest extent permitted by applicable Law, the Representative shall not be liable to the Surge Equityholders, in his capacity as the Representative, for any liability of a Surge Equityholder or otherwise, or for any error of judgment, or any act done or step taken or omitted by him in good faith, or for any mistake in fact or Law, or for anything that he may do or refrain from doing in connection with this Agreement except in the case of the Representative’s willful misconduct. The Representative may seek the advice of legal counsel in the event thatof any dispute or question as to the construction of any of the provisions of this Agreement or his duties hereunder, and he shall, to the fullest extent permitted by applicable Law, incur no liability in his capacity as the Representative to Motor, ParentCo either Merger Sub, Surge or the Surge Equityholders and be fully protected with respect to any action taken, omitted or suffered by him in good faith in accordance with the advice of such counsel. The Parties acknowledge and agree the Representative shall not by reason of this Agreement have a fiduciary relationship in respect of any Surge Equityholder, and the Parties acknowledge and agree that the Representative’s obligations under this Section ‎‎4.20 are solely as a representative of the Surge Equityholders and that the Representative shall, to the fullest extent permitted by applicable Law, have no personal responsibility or liability for any expenses, costs or other liabilities incurred by him in such capacity and the Surge Unitholders (severally, but not jointly, in accordance with the exercise pro rata portion of its reasonable judgmentthe Surge Merger Consideration payable or paid to such Surge Unitholders in accordance with this Agreement), shall indemnify and hold the Representative believes there will not be adequate resources available to cover potential harmless in respect of all such expenses, costs or other liabilities (absent the Representative’s willful misconduct), including the reasonable fees and expenses of any legal counsel retained by the Representative (it being understood by the Parties that the Representative shall be permitted to contest a claim made by Parent or Merger Sub set off against the Stockholders or OptionholdersRepresentative Expense Fund in respect of all such amounts). (e) The Representative shall not be entitled to use any fee, commission or other compensation for the funds constituting performance of his services hereunder, but shall be entitled to the payment from Surge of all his expenses reasonably incurred as the Representative. In connection with the foregoing, at or prior to the Closing, Surge shall transfer $175,000 (the “Representative Expense Fund”) to an account controlled by the Representative, to be used by the Representative Expense Amountsolely to pay expenses incurred by him in his capacity as the Representative. Each Surge Equityholder shall pay to the Representative, for any and on demand, such Surge Equityholder’s share (on a pro rata basis, based on the pro rata portion of the Surge Merger Consideration paid to each Surge Equityholder in accordance with this Agreement) of all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, expenses incurred by the Representative in excess of the performance or discharge Representative Expense Fund. Upon the release of its duties pursuant to this Section 11.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that Escrow Account, the Representative shall be distribute the agent and attorney-in-fact for each remaining unused portion of the Stockholders and Representative Expense Fund, if any, to Surviving Surge, by wire transfer of immediately available funds to the Optionholders with full power and authority to act as Representative under and account(s) designated in accordance with the terms of this Agreementwriting by Surviving Surge.

Representative. (a) GS Capital Partners VI FundThe Representative is hereby irrevocably appointed as the representative, L.P. shall be agent, proxy, and attorney in fact (coupled with an interest) for all the agent and attorney-in-fact for each equityholders of the Stockholders Company for all purposes under this Agreement including the full power and authority on behalf of all the Optionholders equityholders of the Company: (i) to act as Representative consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in accordance connection herewith; (ii) to negotiate claims and disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, for the avoidance of doubt, the adjustment of Closing Cash Proceeds contemplated by Section 3.03); (iii) to receive and disburse to, or cause to be received or disbursed to, any equityholder of the Company any funds received on behalf of such equityholder under this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or otherwise; (iv) to withhold any amounts received on behalf of any equityholder of the Company pursuant to this Agreement (including, for the avoidance of doubt, any portion of the Merger Consideration) or to satisfy any and all obligations or liabilities of any equityholder of the Company or the Representative in the performance of any of their commitments hereunder (including, for the avoidance of doubt, the satisfaction of payment obligations in connection with the terms adjustment of Closing Cash Proceeds contemplated by Section 3.03); (v) (A) to dispute or refrain from disputing, on behalf of the Unitholder or any Optionholder relative to any amounts to be received by the Unitholder or any Optionholder under this Agreement or any other Transaction Document (including the Escrow Agreement), any claim made by Parent or Merger Sub under this Agreement or any other Transaction Document (including the Escrow Agreement), (B) to negotiate and compromise, on behalf of the Unitholder or any Optionholder, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement or any other Transaction Document (including the Escrow Agreement) and (C) to execute, on behalf of the Unitholder or any Optionholder, any settlement agreement, release or other document with respect to such dispute or remedy; (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 any equityholder of the Company); (vii) 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 (viii) to take all other actions to be taken by or on behalf of any equityholder of the Company 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 equityholder of the Company. All decisions and actions by the Representative shall be binding upon each equityholder of the Company, and no such equityholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor RepresentativeAgreement. (b) The Representative is hereby authorized and empowered to act forits Non-Recourse Parties shall be indemnified, held harmless and reimbursed by each equityholder of the Company severally (based on each equityholder of the Company’s respective Equityholder Allocation Percentage), and not jointly, against all costs, expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations in connection with the adjustment of Closing Cash Proceeds contemplated by Section 3.03). Any and all amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement are on behalf ofof the equityholders of the Company (and, not for the avoidance, on behalf of the Representative in any other capacity, as the Unitholder or otherwise). (c) Neither the Representative nor any of its Non-Recourse Parties shall incur any liability to any equityholder of the Company by virtue of the failure or refusal of the Representative or any of its Non-Recourse Parties for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder. The Representative and its Non-Recourse Parties shall have no liability in respect of any action, claim or proceeding brought against any such Person by any equityholder of the Company, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if any such Person took or omitted taking any action in good faith. (d) If the Representative pays or causes to be paid any amounts in connection with any obligation or liability of an equityholder of the Company in connection with the transactions contemplated hereby (including, for the avoidance of doubt, the adjustment of Closing Cash Proceeds contemplated by Section 3.03), any such payments and the reasonable expenses of the Representative incurred in administering or defending the underlying dispute or claim may be reimbursed, when and as incurred, from the Representative Holdback Amount (and, if not so reimbursed from the Representative Holdback Amount, the Representative shall be indemnified, held harmless and reimbursed by each equityholder of the Company severally (based on the Equityholder Allocation Percentage of such equityholder of the Company), and not jointly, for such amount(s)). The Representative may, in its sole and absolute discretion, distribute, or cause to be distributed, any or all of the Stockholders and funds received or held by it on behalf of the Optionholders equityholders of the Company (with full power of substitution in the premises) in connection with such matters as are reasonably necessary including, for the consummation avoidance of doubt, any portion of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (iMerger Consideration) to receive all payments owing to one (1) or more of such equityholders at any time after the Stockholders or the Optionholders under this Agreementdate hereof, which such distribution(s) of funds may be different (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representative. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub)i.e., with respect to any action taken amount, timing, conditionality or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless otherwise) for each such action or omission results from or arises out equityholder. Upon full reimbursement of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilitiescosts, including, but not limited to, reasonable attorneys’ fees, obligations or liabilities incurred by the Representative in the performance or discharge of its duties pursuant hereunder, the Representative shall distribute, or cause to this Section 11.12 be distributed, all remaining funds held by it on behalf of the equityholders of the Company to such equityholders; provided, that to ensure compliance with Treasury Regulation 1.409A-3(i)(5)(iv), the Optionholders shall not be entitled to receive any payment, and no payment shall be made to the Optionholders, in connection with the transaction contemplated hereby later than the date which is five (5) years after the “Closing Date (it being understood that the Unitholder may receive payments after the date which is five (5) years after the Closing Date, including, for the avoidance of doubt, amounts that, if paid prior to the date which is five (5) years after the Closing Date, would have been paid to the Optionholders). (e) Notwithstanding anything to the contrary set forth herein, the Representative Expenses”)and its Affiliates shall not be liable to any equityholder of the Company for any action taken or not taken by the Representative or for any act or omission taken or not taken in reliance upon the actions taken or not taken or decisions, communications or writings made, given or executed by Parent or Merger Sub or the Surviving Company. (f) Each Letter of Transmittal shall provide that All references to the Representative shall be the agent and attorney-in-fact for each “Representative” herein mean such Person in its capacity as representative of the Stockholders equityholders of the Company and not, for the Optionholders with full power and authority to act avoidance of doubt, in any other capacity, as Representative under and in accordance with the terms of this AgreementUnitholder or otherwise.

Representative. (a) GS Capital Partners VI FundBy virtue of the approval and adoption of this Agreement, the Transaction Merger and the transactions contemplated hereby by the requisite consent of the holders of shares of Company Common Stock, each of the Stockholders shall be deemed to have irrevocably authorized, directed and appointed Wayzata Opportunities Fund II, L.P. shall be (the agent and “Representative”) as its agent, proxy, attorney-in-fact and representative for each such Stockholder under this Agreement and all of the Stockholders other Transaction Documents to take such action on behalf of such Stockholder, and to exercise such rights, powers and authority, as are authorized, delegated and granted to the Optionholders Representative pursuant to act this Agreement or any of the other Transaction Documents, or as the Representative under shall deem necessary, appropriate, advisable or desirable in connection with any of the transactions contemplated by this Agreement or any of the other Transaction Documents, including, without limitation, the power to (i) execute and deliver all amendments and waivers to this Agreement and the other agreements Transaction Documents that the Representative deems necessary or appropriate, (ii) execute and deliver all other amendments and waivers, ancillary agreements, stock powers, certificates and documents that the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated hereby by this Agreement, (iii) receive funds, make payments of funds, and give receipts for funds, (iv) make disputes regarding, and to agree to, adjustments to the Merger Consideration, (v) engage and retain advisors and consultants with respect to the transactions contemplated by this Agreement and the other Transaction Documents or any disputes or other controversies arising out of any thereof or the subject matter thereof, (vi) act on behalf of the Stockholders and/or the Optionholders in any litigation, arbitration or other proceeding involving this Agreement or any other Transaction Document (including any proceeding to enforce this Agreement), (vii) act for the Stockholders and/or the Optionholders with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise or settle any indemnity claim and to transact matters of litigation, (viii) deal with the Administrative Expense Account in accordance with Section 1.15, (ix) distribute any portion of the Administrative Expense Amount to the Exchange Agent (for further distribution to the Stockholders (other than the Specified Stockholders)), to the Specified Stockholders, and to the Surviving Company (for further distribution to the Participating Optionholders and the Bonus Payment Recipients), (x) determine whether the conditions to Closing set forth in Article VI have been satisfied and supervise the Closing, including the right to waive any condition, as determined by the Representative in its sole discretion, (xi) terminate this Agreement pursuant to Article VIII, (xii) elect, on behalf of the Stockholders and/or Participating Optionholders, in connection with any distribution of the Indemnity Escrow Fund from the Indemnity Escrow Account to Holdco or any of the other Parent Indemnified Parties in accordance with the terms of this Section 11.12. In the event Indemnity Escrow Agreement, to substitute any amount of Indemnity Escrow Shares to be so distributed by the Escrow Agent with cash (any such cash, “Substituted Cash”), including cash from the Administrative Expense Account and (xiii) do or refrain from doing any further act or deed on behalf of the resignationStockholders and/or the Optionholders that the Representative deems necessary, death appropriate, advisable or incapacity desirable in its sole discretion relating to the subject matter of this Agreement or any of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent other Transaction Documents as fully and such successor Representativecompletely as the Stockholders and/or the Optionholders could do if personally present. (b) The If the Person serving as the Representative ceases to serve in such capacity, for any reason, the Majority Stockholders shall promptly select a replacement Representative. Such Person or replacement is hereby authorized intended to be the “Representative” referred to herein and empowered to act for, all other Transaction Documents. All decisions and on behalf of, any or actions by the Representative shall be binding upon all of the Stockholders and/or the Optionholders, and no Stockholder and/or the Optionholders (Optionholder shall have the right to object, dissent, protest or otherwise contest the same. Parent, Holdco and Merger Sub shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination and payment of the Merger Consideration and any other actions required or permitted to be taken by the Representative hereunder, and no party hereunder or any Stockholder and/or the Optionholder shall have any cause of action against Parent, Holdco or Merger Sub for any action taken by Parent, Holdco or Merger Sub in reliance upon the written instructions or decisions of the Representative. The provisions of this Section 1.12 are independent and severable, are irrevocable and coupled with full power an interest sufficient in law to support an irrevocable power, shall survive the death, incompetency, disability, incapacity, merger, consolidation, liquidation, bankruptcy, insolvency or dissolution of substitution in any Stockholder and/or the premises) Optionholder, and shall be enforceable notwithstanding any rights or remedies that any Stockholder and/or the Optionholder may have in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement. The provisions of this Section 1.12 shall be binding upon the heirs, legal representatives, successors and assigns of each Stockholder and each Optionholder, and any references in this Agreement to a Stockholder or Optionholder shall mean and include the successors to the rights of the Stockholders and Optionholders (as applicable) hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (c) By virtue of the approval and adoption of this Agreement, the Transaction Merger and the other agreements transactions contemplated hereby includingby the requisite consent of the holders of shares of Company Common Stock, without limitation, each of the Stockholders shall be deemed to have agreed that (i) to receive all payments owing the Representative shall not be liable to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representative. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action actions taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action Agreement or omission results from or arises out of willful misconduct or gross negligence on the part any of the Representativeother Transaction Documents, or any of the transactions contemplated hereby or thereby (including, without limitation, any liability for losses resulting from investment of the Administrative Expense Amount or otherwise dealing with the Administrative Expense Amount); (ii) the Representative will be entitled to reimbursement from the Sellers for its reasonable out-of-pocket fees and expenses in the performance of its obligations as Representative (it being understood and agreed that the Representative will be entitled to receive such reimbursement (without limiting the right of the Representative to pursue any Seller individually for any such reimbursement) (x) directly from the Administrative Expense Account (to the extent of any funds therein) at any time the Representative shall so elect and/or (y) from any Escrow Account at any time when any portion of the Escrow Amount is to be distributed to the Sellers, and the Representative is hereby authorized and empowered to apply any portion of the Administrative Expense Amount and/or to direct the Escrow Agent to release any applicable portion of the Escrow Amount to satisfy such reimbursement obligations; provided, however, that the obligation of the Sellers to reimburse the Representative shall not be liable altered, impaired, reduced or otherwise diminished if the Administrative Expense Amount and/or the Escrow Amount so distributed is insufficient to reimburse the Representative in full or if the Representative elects not to receive such reimbursement from the Administrative Expense Amount and/or the Escrow Amount); (iii) the Representative shall not owe any fiduciary duty or have any fiduciary responsibility or other obligation or duty of trust to any Stockholder of the Stockholders, any of the Optionholders, the Company, Parent, Holdco, Merger Sub or Optionholder any of their respective Affiliates pursuant to this Agreement or any of the other Transaction Documents; and (iv) it shall, jointly and severally with each other Seller, defend, indemnify and hold harmless the Representative and its Affiliates (which shall not include the Company or any of its Subsidiaries for purposes of this Section 1.12(c)) and each of their respective officers, directors, managers, employees, stockholders, members, partners, employers, advisors, attorneys, owners, agents and representatives from and against all expenses (including fees and expenses of counsel), losses, claims, fines, liabilities, damages, judgments or amounts paid in settlement in respect of any threatened, asserted, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative, regulatory or investigative, based on, arising out of or relating to the event thatfact that such Person is or was a Representative hereunder (or is or was an Affiliate of the Representative, or an officer, director, manager, employee, stockholder, member, partner, employer, advisor, attorney, owner, agent or representative of the Representative or any such Affiliate) or arising out of acts or omissions of such Person in such capacity (including in respect of acts or omissions in connection with this Agreement or any of the other Transaction Documents, and the transactions contemplated hereby or thereby) except for, in the exercise of its reasonable judgmentany case, the gross negligence or willful misconduct of the Representative believes there as determined by a final and non-appealable judgment of a court of competent jurisdiction (it being understood and agreed that the Representative will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative shall be entitled to use receive such indemnities (without limiting the funds constituting right of the Representative Expense Amount, to pursue any Seller individually for any such indemnities) (A) directly from the Administrative Expense Account (to the extent of any funds therein) at any time the Representative shall so elect and/or (B) from any Escrow Account at any time when any portion of the Escrow Amount is to be distributed to the Sellers, and all expensesthe Representative is hereby authorized and empowered to apply any portion of the Administrative Expense Amount and/or to direct the Escrow Agent to release any applicable portion of the Escrow Amount to the Representative to satisfy such indemnification obligations); provided, charges and liabilitieshowever, includingthat the obligation of the Sellers to indemnify the Representative shall not be altered, but not limited toimpaired, reasonable attorneys’ fees, incurred by reduced or otherwise diminished if the Administrative Expense Amount and/or the Escrow Amount so distributed is insufficient to indemnify the Representative in full or if the performance or discharge of its duties pursuant Representative elects not to this Section 11.12 (receive such indemnification from the “Representative Expenses”Administrative Expense Account and/or any Escrow Account). (f) Each Letter of Transmittal shall provide that the Representative shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders with full power and authority to act as Representative under and in accordance with the terms of this Agreement.

Representative. (a) GS Capital Partners VI FundBy the approval of this Agreement pursuant to Delaware Law, L.P. shall be the agent Sellers hereby irrevocably constitute and appoint the Representative as the representative, agent, proxy, and attorney-in-fact for each of the Stockholders and the Optionholders to act as Representative Sellers for all purposes authorized under this Agreement and Agreement, including the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution in and authority on the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, Sellers’ behalf: (i) to receive all payments owing to consummate the Stockholders or the Optionholders 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 terminatereceive and forward notices and communications pursuant to this Agreement; (iii) subject to Section 12.08, amendto execute and deliver any amendment or waiver to the Transaction Documents (without the prior approval of the Sellers), waive (iv) (A) to dispute or refrain from disputing, on behalf of each Seller relative to any provision of, or abandon, 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, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (ivB) to negotiate and compromise compromise, on their behalf with Parent of each such Seller, any claims asserted thereunder dispute that may arise under, and exercise or refrain from exercising any remedies available under, the Transaction Documents, and (C) to authorize payments to be made execute, on behalf of each such Seller, any settlement agreement, release or other document with respect theretoto 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 such further all other actions as are authorized 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 other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement Company and the other agreements contemplated in Representative) and this Agreement), certificates, receipts, consents, elections, instructions Section 12.16. The Representative shall send a copy of all notices and other documents contemplated by, or deemed by written communications the Representative sends pursuant to be necessary Section 12.03 (Notices) of this Agreement or desirable in connection withany other Transaction Documents simultaneously to Teachers. In addition, this Agreementsuch 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 agreements contemplated hereby and legal representative of such Former Seller (each a “Successor Seller”) confirms the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat of the Representative as the duly appointed agent and attorney-in-fact for such Successor Seller. In addition, if the agency and power of each Stockholder attorney conferred by this Section 12.16 is revoked by operation of law and Optionholder. Notices given thereafter not reconfirmed by the Successor Seller prior to the Representative in accordance with Closing, such revocation shall not be deemed a breach by the Successor Seller of any of the provisions of this Agreement provided that the Shares 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 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 attorney conferred by this Section 12.16. All decisions and actions by the Representative taken in accordance with this Agreement shall constitute notice 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 Stockholders and Optionholders for all purposes under express provisions of this Agreement. (cb) The appointment of Each Seller hereby severally (based on each Seller’s Common Percentage), for itself only and not jointly, agrees to indemnify and hold harmless the Representative against all fees, costs and expenses (including reasonable attorneys’ fees), judgments, fines and amounts incurred by the Representative in connection with any Action to which the Representative is an agency coupled with an interest and made a party by reason of the fact it is irrevocable and any action taken by or was acting as the Representative pursuant to the authority granted terms of this Agreement provided that the Representative acted in good faith and in accordance with the Standard. (c) All acts of the Representative hereunder taken in accordance with this Section 11.12 Agreement in its capacity as such shall be effective deemed to be acts on behalf of the Sellers and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action not of or direction from such Stockholder or Optionholderthe Representative individually. The death or incapacityRepresentative shall exercise the care, or dissolution or other termination diligence and skill that a person of existenceordinary prudence would exercise in performing its services hereunder, of any Stockholder or Optionholder shall not terminate applying all relevant knowledge and skill that the authority and agency Representative possesses or, by reason of the Representative’s profession, business or calling, would reasonably be expected to possess (the “Standard”). Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representative. (d) The Representative shall not be liable to any Stockholderthe Purchaser, Optionholder or to any other Person (other than Parent or the Merger Sub), or the Sellers in its capacity as Representative for any liability of a Seller or otherwise or for any error of judgment, any act done or step taken or for any mistake in fact or at law, in each case to the extent taken or omitted by it in good faith and in accordance with the Standard. The Representative may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability in its capacity as Representative to the Purchaser, the Merger Sub, the Surviving Corporation, the Company or the Sellers and shall be fully protected with respect to any action taken or omitted to be taken by in good faith in accordance with the Representative advice of such counsel and the Standard or, with respect to the Purchaser, the Merger Sub and the Surviving Corporation, for anything which it may do or refrain from doing in its role as Representative under or good faith and in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part . Without limiting any of the Representativeother provisions of Section 12.16, and the Representative shall not by reason of this Agreement have a fiduciary relationship in respect of any Seller, except in respect of amounts received on behalf of the Sellers. (d) Upon the Survival Period Termination Date, if there are no open claims to be liable resolved with respect to any Stockholder or Optionholder the Purchase Price Adjustments as set forth in Section 2.05 (Purchase Price Adjustments), and no amount is payable from the event that, in the exercise of its reasonable judgmentIndemnity Escrow Amount pursuant to Section 10.03 (Tax Indemnification), the Representative believes will within five (5) Business Days of such date obtain reimbursement for any outstanding Representative Expenses for which it is due reimbursement under this Agreement and for which it has not been reimbursed prior to such time and distribute any remaining portion of the Representative Holdback Amount to the Sellers on a pro rata basis according to each Seller’s Common Percentage, it being understood and agreed that such distribution(s) shall be the responsibility of the Representative only and that neither the Purchaser nor the Surviving Corporation shall have any obligation to ensure that such distribution is, or distributions are, made. If there are open claims that remain unresolved with respect to the Purchase Price Adjustments as set forth in Section 2.05 (Purchase Price Adjustments) or an amount is payable from the Indemnity Escrow Amount pursuant to Section 10.03 (Tax Indemnification), the Representative will within five (5) Business Days after the date of resolution of such claims obtain reimbursement for any outstanding Representative Expenses for which it is due reimbursement pursuant to this Agreement and for which it has not been reimbursed prior to such time and distribute any remaining portion of the Representative Holdback Amount to the Sellers on a pro rata basis according to each Seller’s Common Percentage, it being understood and agreed that such distribution(s) shall be adequate resources available the responsibility of the Representative only and that neither the Purchaser nor the Surviving Corporation shall have any obligation to cover potential costs and expenses to contest a claim made by Parent ensure that such distribution is, or Merger Sub against the Stockholders or Optionholdersdistributions are, made. (e) The Representative shall be Purchaser and the Merger Sub are entitled to use rely on the funds constituting acts and agreements of the Representative Expense Amount, for any as the acts and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by agreements of the Representative in the performance or discharge of its duties pursuant to this Section 11.12 (the “Representative Expenses”)Sellers. (f) Each Letter of Transmittal Where any payments to be made under this Agreement are to be delivered by the Purchaser or the Escrow Agent, as the case may be, to the Sellers, such payments shall provide that be made directly to the Sellers on a pro rata basis according to each Seller’s Common Percentage, except as provided in this Section 12.16. If and only if the Representative Holdback Amount falls below $500,000, the Representative may instruct the Purchaser or the Escrow Agent, as the case may be, when making any payments to the Sellers, to direct to the Representative sufficient funds from such payments to the Sellers to increase the aggregate Representative Holdback Amount to (but not in excess of) $1,000,000 after deducting any Representative Expenses then due. Such payment to the Representative shall be deducted from the agent funds otherwise being directed to the Sellers, and attorney-in-fact allocated among the Sellers on a pro rata basis according to each Seller’s Common Percentage, and shall be held in the Representative Account and shall be used only to pay Representative Expenses or to reimburse the Representative for each of Representative Expenses paid by the Stockholders and the Optionholders with full power and authority to act as Representative under and in accordance with the terms of this Agreement.

Representative. (a) GS Capital Partners VI FundAt the Effective Time, L.P. shall ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ will be constituted and appointed as the Representative, and the Representative hereby accepts such appointment. Each Indemnifying Securityholder and Indemnifying Founders, by virtue of its adoption of this Agreement and approval of the Merger, will be deemed to have appointed and constituted the Representative as their agent and true and lawful attorney-in-fact for each with the powers and authority as set forth in this Agreement. All such actions of the Stockholders Representative taken in accordance with this Section 7.16 shall be deemed to be facts ascertainable outside the merger agreement and shall be binding on the Optionholders Indemnifying Securityholders. The Representative will be the exclusive agent for and on behalf of the Indemnifying Securityholders and Indemnifying Founders to act as Representative under (1) enter into the Escrow Agreement; (2) give and receive notices and communications to or from Parent (on behalf of itself or any other Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement and or any of the other agreements documents contemplated hereby by the Transactions; (3) authorize deliveries to Parent of cash or other property from the Escrow Funds and legally bind each Indemnifying Securityholder to pay cash directly to Parent in satisfaction of claims asserted by Parent (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (4) object to such claims in accordance with Section 7.6 and Section 7.13; (5) consent or agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with Orders with respect to, such claims; (6) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance; (7) subject to Section 6.3, execute for and on behalf of each Indemnifying Securityholder and Indemnifying Founder any amendment to this Agreement, the Escrow Agreement or any exhibit, annex or schedule hereto or thereto (including for the purpose of amending addresses or sharing percentages), (8) enter into any waiver or extension pursuant to Section 6.4 and (9) cause to be paid to the Indemnifying Securityholders any balance of the Representative Fund Amount not used in accordance with the terms of this Section 11.12the Escrow Agreement. In The Representative will be the event sole and exclusive means of asserting or addressing any of the resignation, death or incapacity above on behalf of the RepresentativeIndemnifying Securityholders and Indemnifying Founders, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered no Indemnifying Securityholder or Indemnifying Founder will have any right to act foron its own 76 behalf with respect to any such matters, other than any claim or dispute against the Representative. This appointment of agency and on behalf of, any or all of the Stockholders and the Optionholders (with full this power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative attorney is an agency coupled with an interest and is will be irrevocable and will not be terminated by any Indemnifying Securityholder or Indemnifying Founder or by operation of Law, whether by the death or incapacity of any Indemnifying Securityholder or Indemnifying Founder or the occurrence of any other event, and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall will be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from as valid as if such Stockholder or Optionholder. The death or incapacitydeath, or dissolution incapacity or other termination event had not occurred, regardless of existencewhether or not any Indemnifying Securityholder, of any Stockholder Indemnifying Founder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively will have received any notice thereof. All reasonable and absolutely relydocumented expenses, without inquiryif any, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representative. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken incurred by the Representative in connection with the performance of his, her or its role duties as the Representative under or in connection with this AgreementGeneral Liability Claims will be borne and paid by the Indemnifying Securityholders according to their Aggregate Escrow Funding Percentage (the “General Representative Expenses”). All reasonable expenses, unless if any, incurred by the Representative in connection with the performance of his, her or its duties as the Representative in connection with Litigation Liability Claims will be borne and paid by the Indemnifying Founders according to their Unit Litigation Funding Percentage (the “Litigation Representative Expenses”). The Representative will have the right to recover General Representative Expenses from the Representative Fund as such action or omission results 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 or arises out 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 willful misconduct or gross negligence on the part Litigation Escrow Claim Period, the resolution of all Litigation Liability Claims and the satisfaction of all claims made by Indemnified Parties for Losses, the Representative will have the right to recover Litigation Representative Expenses from the Litigation Escrow Fund prior to any distribution to the Indemnifying Founders, and prior to any such distribution, will deliver to the Escrow Agent a certificate setting forth the Litigation Representative Expenses actually incurred with respect to Litigation Liability Claims. In the event that neither the Representative Fund nor the Litigation Escrow Fund are available to reimburse the Representative for Litigation Representative Expenses, the Indemnifying Founders shall indemnify the Representative according to their Aggregate Litigation Funding Percentage for such expenses. No bond will be required of the Representative, and the Representative shall will not receive any compensation for the Representative’s services. Notices or communications to or from the Representative will constitute notice to or from each of the Indemnifying Securityholders or Indemnifying Founders, as applicable. (b) The Person serving as the Representative may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the General Escrow Fund upon not less than ten days’ prior written notice to Parent. The agency of the Representative may be changed only when the Person serving as the Representative is replaced pursuant to the preceding sentence. A vacancy in the position of Representative may be filled by the holders of a majority in interest of the cash then on deposit in the General Escrow Fund. If 77 the Representative refuses or is no longer capable of serving as the Representative hereunder, then the Indemnifying Securityholders will promptly appoint a successor Representative who will thereafter be a successor Representative hereunder, and the Representative will serve until such successor is duly appointed and qualified to act hereunder. If there is not a Representative at any time, any obligation to provide notice to the Representative will be deemed satisfied if such notice is delivered to each of the Indemnifying Securityholders or Indemnifying Founders, as applicable, at their addresses last known to Parent. (c) The Representative will not be liable to any Stockholder Indemnifying Securityholder or Optionholder Indemnifying Founder for any act done or omitted in connection with the Representative’s services under this Agreement or the Escrow Agreement while acting in good faith and any act done or omitted in accordance with the advice of counsel or other expert will be conclusive evidence of such good faith. The Indemnifying Securityholders and Indemnifying Founders, as applicable, will severally, but not jointly (based on their respective Aggregate Escrow Funding Percentage or Unit Litigation Funding Percentage, as applicable, compared to the total Aggregate Escrow Funding Percentage or Unit Litigation Funding Percentage of all of the Indemnifying Securityholders or Indemnifying Founders, respectively), indemnify the Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the reasonable fees and expenses of counsel and experts and their staffs and all reasonable expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement and the Escrow Agreement, in each case in such person’s capacity as the Representative only, and as such Representative Loss is suffered or incurred; provided, that in the event thatthat any such Representative Loss or any portion of a Representative Loss is finally adjudicated to have been directly caused by the gross negligence or bad faith of the Representative, the Representative will promptly reimburse the Indemnifying Securityholders or the Indemnifying Founders, as applicable, the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or bad faith. With respect to General Liability Claims, if not paid directly to the Representative by the Indemnifying Securityholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative Fund and (ii) the amounts in the General Escrow Fund at such time as remaining amounts in the General Escrow Fund would otherwise be distributable to the Indemnifying Securityholders. With respect to Litigation Liability Claims, if not paid directly to the Representative by the Indemnifying Founders, any such Representative Losses may be recovered by the Representative from the amounts in the Litigation Escrow Fund at such time as remaining amounts in the Litigation Escrow Fund would otherwise be distributable to the Indemnifying Founders. Notwithstanding the foregoing, while this section allows the Representative to be paid from the Representative Fund and the Escrow Funds, this does not relieve the Indemnifying Securityholders or Indemnifying Founders, as applicable, from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Indemnifying Securityholders, Indemnifying Founders or otherwise. The Indemnifying Securityholders and Indemnifying Founders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. 78 (d) The Representative will have reasonable access to information about the Surviving Entity and its then current officers and employees, as well as the reasonable assistance of the Company’s former officers and employees for purposes of performing its duties and exercising its rights hereunder; provided that the Representative will treat confidentially and not use or disclose the terms of this Agreement or any nonpublic information from or about Parent, Surviving Entity, or any Indemnified Person to anyone (except to the Indemnifying Securityholders, Indemnifying Founders or the Representative’s employees, attorneys, accountants, financial advisors or authorized representatives on a need to know basis, in each case who agree to treat such information confidentially), provided, however, that neither Parent nor the exercise of Surviving Entity will be obligated to provide such access or information if it determines, in its reasonable judgment, that doing so would violate applicable Law or any Contract to which Parent, the Surviving Entity or any of their Affiliates is a party or obligation of confidentiality owed by Parent, the Surviving Entity or any of their Affiliates to a third party, jeopardize the protection of attorney-client privilege or any rights of Parent or any Indemnified Person under the work-product doctrine or expose Parent or the Surviving Entity to risk of liability for disclosure of sensitive or personally identifiable information. The Representative will enter into a separate confidentiality agreement prior to being provided access to such information if requested by Parent. Notwithstanding anything in this Agreement to the contrary, any pre-Closing attorney-client privileged communications of the Company and its Subsidiaries that summarize, describe or refer to the Transactions or to negotiations relating to the Transactions (including all emails, correspondence, invoices, recordings and other documents or files, evidencing or reflecting communications between the Company, its Subsidiaries and their respective counsel, and all files maintained by the Company’s or any of its Subsidiaries’ law firm or legal counsel ) (the “Communications”) will not become attorney-client privileged communications of the Surviving Entity, but will instead become attorney-client privileged Communications of the Representative; provided, however, that in the case of any good faith allegation of fraud perpetrated by the Company or its representatives in connection with the Transactions or negotiations relating to the Transactions, the Representative believes there hereby agrees to waive the attorney client privilege with respect to any attorney client communications received or sent by any of ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ that would reflect Knowledge of the Company or information Known to the Company relating to such allegation. The Representative will not cause all Communications stored on the Company’s servers prior to the Closing to be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholderspreserved. (e) The Representative shall be entitled to use the funds constituting (i) reasonably inform each Indemnifying Securityholder of all material actions taken in its capacity as the Representative Expense Amountwith respect to all material matters arising under or with respect to this Agreement, for (ii) not take any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by action in its capacity as the Representative that materially adversely affects the rights or obligations of any Indemnifying Securityholder in any manner materially different from the performance other Indemnifying Securityholders without the prior written consent of such Indemnifying Securityholder, and (iii) shall not take any action in its capacity as the Representative (to the extent the Representative has any authority to do so) to amend, waive or discharge otherwise modify any provision of its duties pursuant to this the Joinder Agreement with the Insight Unitholders and Accel Unitholders, the last sentence of Section 11.12 (1.5(a) or Section 1.4(h) without the “Representative Expenses”). prior written consent of the Indemnifying Securityholder(s) party thereto or effected thereby, as the case may be. 79 (f) Each Letter of Transmittal shall provide that By its signature to this Agreement, the initial Representative shall be hereby accepts the agent appointment contained in this Agreement, as confirmed and attorney-in-fact for each of the Stockholders extended by this Agreement, and the Optionholders with full power and authority agrees to act as the Representative under and in accordance with to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement.

Representative. (a) GS Capital Partners VI FundIn order to efficiently administer the transactions contemplated hereby, L.P. shall including (i) the determination of the Final Closing Adjustment and the Adjusted Transaction Consideration, (ii) the waiver of any condition to the obligations of the Equity Holders to consummate the transactions contemplated hereby and (iii) the dispute, defense and/or settlement of any claims for which the Equity Holders may be required to indemnify the agent Buyer and/or the Surviving Corporation pursuant to this Agreement, the Principal Stockholders, by their execution of this Agreement, and the other Equity Holders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, hereby designate the Representative as their representative, attorney-in-fact for each of the Stockholders and the Optionholders to act as Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representativeagent. (b) The Representative is hereby authorized and empowered to act forPrincipal Stockholders, and on behalf ofby their execution of this Agreement, any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated Equity Holders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any consideration pursuant to this Agreement, hereby including, without limitation, authorize the Representative (i) to make all decisions relating to the determination of the Final Closing Adjustment and the Adjusted Transaction Consideration pursuant to Section 1.9, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and the Equity Holders to consummate the transactions contemplated hereby, or the dispute, defense and/or settlement of any claims for which the Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, (iii) to give and receive all payments owing notices permitted or required to the Stockholders or the Optionholders be given under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate execute and compromise on their behalf with Parent any claims asserted thereunder deliver the Escrow Agreement and to authorize payments to be made with respect thereto, (v) to take such further actions any and all additional action as are authorized in this Agreement is contemplated to be taken by or on behalf of the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed Equity Holders by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact terms of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment In the event that the Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Equity Holders (acting by the vote of the Company Stockholders who immediately prior to the Effective Time held at least a majority of the outstanding Company Shares held by all Company Stockholders (voting on an as-converted to Common Share basis)) shall select another representative to fill the vacancy of the Representative is an agency coupled with an interest and is irrevocable and any action taken initially chosen by the Representative pursuant to the authority granted in this Section 11.12 Company Stockholders, and such substituted representative shall be effective deemed to be the Representative for all purposes of this Agreement and absolutely the documents delivered pursuant hereto. (d) All decisions and actions of the Representative on behalf of the Equity Holders shall be deemed to be facts ascertainable outside of this Agreement and shall be binding on each Stockholder upon all Equity Holders, and Optionholder notwithstanding any contrary no Equity Holder shall have the right to object, dissent, protest or otherwise contest the same. A decision, act, consent, instruction or action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and including any other party to any document contemplated by this Agreement in dealing with agreement between the Representative may conclusively and absolutely rely, without inquiry, upon any act the Buyer relating to the determination of the Representative as Final Closing Adjustment, the act Adjusted Transaction Consideration or the dispute, defense or settlement of any claims for which the Stockholder Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, shall constitute a decision, act, consent, instruction or Optionholder action of all Equity Holders and shall be binding and conclusive upon each of such Equity Holders and the Parties, the Surviving Corporation and the Escrow Agent may rely upon any such decision, act, consent, instruction or action as being the decision, act, consent or instructions of each and every such Equity Holder. The Buyer, the Surviving Corporation and the Escrow Agent are hereby relieved from any liability to any Person Equity Holder for any acts done by them in accordance with such act decision, act, consent, instruction or action of the Representative. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative shall be entitled to use the funds constituting will receive no compensation for services as the Representative Expense Amountexcept as set forth in that certain Engagement Agreement to be entered into among the Representative and certain Company Stockholders. The Equity Holders will pay all (i) professional fees and expenses of any attorney, for any accountant or other advisors or expert retained by the Representative and all expenses, charges and liabilities, including, but not limited to, other reasonable attorneys’ fees, out-of-pocket expenses incurred by the Representative in connection with the performance of the Representative’s duties under this Agreement and the Escrow Agreement and (ii) any and all losses, liabilities, damages, claims, penalties, fines, forefeitures, actions, fees, costs and expenses actually incurred or discharge of its duties pursuant to suffered by the Representative in connection with this Section 11.12 Agreement or the Escrow Agreement as the Representative (collectively, the “Representative Expenses”) in each case as such Representative Expense is suffered or incurred; provided, that in the event any such Representative Expense is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the Representative, the Representative will reimburse the Equity Holders the amount of such indemnified Representative Expense to the extent attributable to such fraud, gross negligence or willful misconduct. Such Representative Expenses may only be recovered by the Representative from (i) the Representative Expense Fund, (ii) the Escrow Fund (as set forth below) and (iii) the Equity Holders directly; provided that while this Section allows the Representative to be paid from the Representative Expense Fund and the Escrow Fund, this does not relieve the Equity Holders from their obligation to promptly pay such Representative Expenses as such Representative Expenses are actually suffered or incurred, nor does it prevent the Representative from seeking any remedies against the Equity Holders available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Equity Holders or otherwise. Following the exhaustion of the Representative Expense Fund and the expiration of the Representative Period and the resolutions of all pending claims related thereto (and, for the avoidance of doubt, at no time prior thereto). (f) Each Letter of Transmittal shall provide that , the Representative shall be have the agent right to recover Representative Expenses from the Escrow Fund prior to any distribution to the Equity Holders. The Equity Holders will on an individual and attorney-in-fact several basis (and not jointly as to or with any other Equity Holder) indemnify, defend, hold harmless and reimburse, on an Equity Holder Pro Rata Basis, the Representative for Representative Expenses, in each of case as such Representative Expenses are incurred. Notwithstanding the Stockholders foregoing, the Representative shall first seek reimbursement and recovery from the Optionholders with full power Representative Expense Fund, and authority to act as Representative under and only thereafter directly from the Equity Holders in accordance with the terms of this Agreement. The Equity Holders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement, and the Representative and the Equity Holders acknowledge and agree that the provisions of this paragraph (e) shall impose no obligations on the Company, the Surviving Corporation, the Buyer or any of their respective Affiliates. (f) By his, her or its execution of this Agreement, each Principal Stockholder, and by their approval of the Merger and adoption of this Agreement, and/or their acceptance of any consideration pursuant to this Agreement, each other Equity Holder, agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Final Closing Adjustment and the Adjusted Transaction Consideration, the settlement of any claims for indemnification by the Buyer and/or the Surviving Corporation pursuant to Article VI or any other actions required or permitted to be taken by the Representative hereunder, and no party shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Representative; (ii) no Equity Holder shall have any cause of action against the Representative for, and the Representative shall have no liability to any Equity Holder in connection with, any action taken or omitted, decision made or instruction given by the Representative under this Agreement, except in the event of liability directly resulting from fraud, gross negligence or willful misconduct on the part of the Representative; (iii) each such Equity Holder will, on an individual and several basis based on their Equity Holder Pro Rata Basis (and not jointly as to or with any other Equity Holder) indemnify, defend and hold harmless the Representative in accordance with Section 1.11(e) above; provided, that that Representative shall first seek recovery from the Representative Expense Fund; (iv) the provisions of this Section 1.11 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Equity Holder may have in connection with the transactions contemplated by this Agreement; (v) remedies available at Law for any breach of the provisions of this Section 1.11 are inadequate; therefore, the Buyer and the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Surviving Corporation brings an action to enforce the provisions of this Section 1.11; and (vi) the provisions of this Section 1.11 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Equity Holder, and any references in this Agreement to an Equity Holder or the Equity Holders shall mean and include the successors to the Equity Holder’s rights hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or otherwise.

Representative. (a) GS Capital Partners VI FundBy executing this Agreement, L.P. shall be the agent and attorney-in-fact for each of the Stockholders Members shall be deemed to have irrevocably constituted and appointed [INSIGHT ENTITY] (in the Optionholders capacity described in this Section 7.18 and each successor as provided below, the “Representative”) as his, her or its agent and attorney in fact with full power of substitution to act as Representative from and after the date hereof and to do any and all things and execute any and all documents on behalf of such Members which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including but not limited to: (i) execution of the documents and certificates required pursuant to this Agreement; (ii) except to the extent specifically provided in this Agreement receipt and forwarding of notices and communications pursuant to this Agreement; (iv) administration of the provisions of this Agreement; (v) any and all consents, waivers, amendments or modifications deemed by the Representative, 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; (vi) amending this Agreement or any of the instruments to be delivered to the Corporation pursuant to this Agreement; (vii) taking actions Representative is expressly authorized to take pursuant to the other agreements provisions of this Agreement; (viii) negotiating and compromising, on behalf of such Members, 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 executing, on behalf of such Members, any settlement agreement, release or other document with respect to such dispute or remedy; and (ix) engaging attorneys, accountants, agents or consultants on behalf of such Members in accordance connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. The Representative may resign upon [[__] days’] written notice to the terms of this Section 11.12Corporation. In If the event Representative is unable or unwilling to so serve, then the Members, as applicable, holding a majority of the resignationcommon units owned by such Members outstanding on the date hereof, death or incapacity shall elect a new Representative. All reasonable, documented out-of-pocket costs and expenses incurred by the Representative 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, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision ofits Affiliates, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent’s or Affiliate’s directors, Merger Sub and any officers, employees or other party agents (each a “Covered Person”) shall be liable, responsible or accountable in damages or otherwise to any document contemplated by this Agreement in dealing with Member, the Representative may conclusively and absolutely rely, without inquiry, upon any act of LLC or the Representative as the act of the Stockholder or Optionholder and shall be relieved Corporation for damages arising from any liability to any Person for any acts done by them in accordance with such act of the Representative. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative or any other Person with respect to the LLC or the Corporation, except in its role as Representative under or in connection with this Agreement, unless such the case of any action or omission results from or arises out of which constitutes, with respect to such Person, willful misconduct or gross negligence on the part fraud. Each of the RepresentativeCovered Persons may consult with legal counsel, accountants, and the Representative shall not be liable to other experts selected by it, and any Stockholder act or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made omission suffered or taken by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that the Representative shall be the agent and attorney-in-fact for each it on behalf of the Stockholders and LLC or the Optionholders with full power and authority to act as Representative under Corporation or in furtherance of the interests of the LLC or the Corporation in good faith in reliance upon and in accordance with the terms advice of this Agreementsuch 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 Covered Persons may rely in good faith upon, and shall have no liability to the 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 to have been signed or presented by the proper party or parties.

Representative. (a) GS Capital Partners VI FundThe Representative is hereby appointed, L.P. shall be the agent authorized and attorney-in-fact for each of the Stockholders and the Optionholders empowered to act as Representative under a representative by and for the benefit of the Securityholders, as the exclusive agent and attorney in fact to act on behalf of each Securityholder in connection with, and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) to execute and deliver this Agreement and the other agreements Escrow Agreement (with such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) on behalf of the Securityholders and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement, the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable, including any amendments or modifications to this Agreement; (iii) to collect and receive all moneys and other proceeds and property payable to the Securityholders from the Escrow Account as described herein or otherwise payable to the Securityholders pursuant to this Agreement, including the funds in the Escrow Account and any portion of or earnings accrued thereon which may be distributable to the Securityholders, in accordance with the Escrow Agreement, and, subject to any applicable withholding retention laws, to disburse and pay the same to each Securityholder in accordance with the terms of this Section 11.12. In Agreement; (iv) as the event Representative, to enforce and protect the rights and interests of the resignationSecurityholders and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement, death the Escrow Agreement and each other agreement, document, instrument or incapacity certificate referred to herein or the transactions provided for herein, and to take any and all actions which the Representative believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Securityholders, including asserting or pursuing any Claim against Purchaser or the Company, defending any third party Claims or Claims by any Purchaser Indemnified Party, consenting to, compromising or settling any such Claims, conducting negotiations with any Purchaser Indemnified Party or the Company and their respective representatives regarding such Claims, and, in connection therewith, to (A) assert any Claim or institute any action, proceeding or investigation, (B) investigate, defend, contest or litigate any Claim, action, proceeding or investigation initiated by Purchaser or the Company or any other Person, or by any Governmental Authority against the Representative, any or all of the Securityholders, the Escrow Amount or Representative Expense Amount and receive process on behalf of any or all of the Securityholders in any such Claim, action, proceeding or investigation and compromise or settle on such terms as the Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to any such Claim, action, proceeding or investigation, (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary, and (D) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation (it being understood that the Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions); (v) to refrain from enforcing any right of the Securityholders or any of them and/or the Representative arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, or any other agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a successor waiver of any such right or interest by the Representative reasonably satisfactory to Parent shall thereafter be appointed or by an instrument such Securityholders unless such waiver is in writing signed by Parent the waiving party or by the Representative; (vi) to make, execute, acknowledge and deliver all such successor other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement, the Escrow Agreement and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith; (vii) to provide notice and instructions to the Escrow Agent and to authorize disbursement of funds from the Escrow Account in accordance with this Agreement; and (viii) to make any payments or pay any expenses under or in connection with this Agreement or on behalf of the Securityholders. (b) The Representative is hereby authorized and empowered shall not be entitled to act forany fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the payment of all its third party expenses incurred as the Representative. In connection with this Agreement, and on behalf ofany instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any or all of the Stockholders and powers conferred upon the Optionholders Representative hereunder (with full power i) the Representative shall incur no responsibility whatsoever to any Securityholders by reason of substitution any error in the premises) judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such matters as are reasonably necessary other agreement, instrument or document, excepting only responsibility for the consummation of the transactions contemplated in this Agreement any act or failure to act which represents willful misconduct and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and to treat any error in judgment or other act or omission of the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given pursuant to such advice shall in no event subject the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreementliability to any Securityholder. (c) The appointment In the event that any amount is owed to the Representative, whether for fees, expense reimbursement or indemnification, that is in excess of the Representative is an agency coupled with an interest and is irrevocable and any action taken Expense Amount, the Representative shall be entitled to be reimbursed by the Securityholders, and the Securityholders agree to so reimburse the Representative, and made whole for such shortfall. Upon written notice from the Representative pursuant to the authority granted in this Section 11.12 Securityholders as to the existence of a shortfall, including a reasonably detailed description as to such shortfall, each Securityholder shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action promptly deliver to the Representative full payment of his or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency her ratable share of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, amount of such shortfall based upon any act such holder’s pro rata portion of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the RepresentativeFinal Merger Consideration. (d) The Representative Purchaser and the Surviving Company shall not be liable have the right to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action rely upon all actions taken or omitted to be taken by the Representative in its role as Representative under pursuant to this Agreement (including the Escrow Agreement) all of which actions or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on omissions shall be legally binding upon the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or OptionholdersSecurityholders. (e) The Representative grant of authority provided for herein (i) is coupled with an interest and shall be entitled to use irrevocable and survive the funds constituting death, incompetency, bankruptcy or liquidation of any Securityholder and (ii) shall survive the Representative Expense Amount, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that the Representative shall be the agent and attorney-in-fact for each consummation of the Stockholders and the Optionholders with full power and authority to act as Representative under and in accordance with the terms of this Agreementtransactions contemplated hereby.

Representative. (a) GS Capital Partners VI Fund, L.P. shall be Participant hereby consents to the appointment of Fortis Advisors LLC (the “Representative”) as his or her agent and true and lawful attorney-in-fact with the powers and authority as set forth in the Merger Agreement. The Representative shall be the exclusive agent for each and on behalf of Participant to (i) execute, as Stockholders’ Agent, the Merger Agreement and any agreement or instrument entered into or delivered in connection with the transactions contemplated thereby; (ii) give and receive notices, instructions, and communications permitted or required under the Merger Agreement or any other agreement, document or instrument entered into or executed in connection therewith, for and on behalf of Participant, to or from Acquiror (on behalf of itself or any other Indemnified Person) relating to the Merger Agreement or any of the Stockholders transactions and other matters contemplated thereby (except to the Optionholders extent that the Merger Agreement expressly contemplates that any such notice or communication shall be given or received by each Participant individually); (iii) review, negotiate and agree to act as Representative under this Agreement and authorize deliveries to Acquiror of from the Holdback Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to ARTICLE 8 of the Merger Agreement; (iv) object to such claims pursuant to Section 8.5 of the Merger Agreement; (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the transactions contemplated hereby by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of Participant or necessary in the judgment of the Stockholders’ Agent for the accomplishment of the foregoing and all of the other agreements contemplated hereby terms, conditions and limitations of the Merger Agreement; (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Converting Holders and Management Plan Participants; (vii) consent or agree to any amendment to the Merger Agreement or to waive any terms and conditions of the Merger Agreement providing rights or benefits to the Participants (other than with respect to the payment of the Merger Consideration) in accordance with the terms of this Section 11.12. In thereof and in the event manner provided therein; and (viii) take all actions necessary or appropriate in the judgment of the resignation, death or incapacity Stockholders’ Agent for the accomplishment of the Representativeforegoing, a successor Representative reasonably satisfactory in each case without having to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) seek or obtain the consent of any Person under any circumstance. The Representative is hereby authorized shall be the sole and empowered exclusive means of asserting or addressing any of the above, and Participant shall not have any right to act foron its own behalf with respect to any such matters, other than any claim or dispute against the Representative. This appointment of agency and on behalf of, any or all of the Stockholders and the Optionholders (with full this power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative attorney is an agency coupled with an interest and is will be irrevocable and will not be terminated by Participant or by operation of law, whether by the death or incapacity of Participant or the occurrence of any other event, and any action taken by the Representative will be as valid as if such death, incapacity or other event had not occurred, regardless of whether or not any Converting Holder or Management Plan Participant or the Representative will have received any notice thereof. (b) All expenses, if any, reasonably incurred by the Representative in connection with the performance of his duties as the Representative will be borne and paid by the Converting Holders and Management Plan Participants, including Participant (the “Stockholder Representative Expenses”). If the Agent Expense Fund is exhausted and if not otherwise paid directly to the Representative by the Converting Holders or Management Plan Participants, the Stockholder Representative Expenses may be recovered by the Representative from the Holdback Fund otherwise distributable to the Converting Holders and Management Plan Participants (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) after the expiration of the Holdback Period pursuant to the authority granted terms of the Merger Agreement, at the time of distribution, and such recovery will be made from the Converting Holders and Management Plan Participants according to their respective Pro Rata Shares. (c) The Person serving as the Representative may be replaced from time to time by the holders of a majority in this Section 11.12 interest of the Holdback Fund upon not less than thirty (30) days’ prior written notice to Acquiror. (d) The Converting Holders and Management Plan Participants shall be effective severally indemnify the Stockholders’ Agent Group and absolutely binding hold harmless the Stockholders’ Agent Group against any losses, liabilities, claims, damages, costs, fees, expenses (including fees, disbursements and costs of skilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement incurred without gross negligence, willful misconduct or bad faith on each Stockholder the part of the Stockholders’ Agent Group and Optionholder notwithstanding any contrary action arising out of or direction from such Stockholder in connection with the acceptance or Optionholder. The death administration of its duties under the Merger Agreement, including all reasonable out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders’ Agent. (e) Any notice or incapacitycommunication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or dissolution or other termination of existenceinstruction of, of any Stockholder or Optionholder shall not terminate the authority and agency Representative that is within the scope of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act ’s authority under Section 8.7(a) of the Representative as Merger Agreement shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the act of the Stockholder or Optionholder Converting Holders and Management Plan Participants and shall be final, binding and conclusive upon each such Converting Holder and Management Plan Participant; and each Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Converting Holder and Management Plan Participant. Acquiror and the other Indemnified Persons have been relieved from any liability Liability to any Person for any acts done by them in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Representative. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that the Representative shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders with full power and authority to act as Representative under and in accordance with the terms of this Agreement.

Representative. (a) GS Capital Partners VI Fund▇▇▇▇▇▇▇ ▇▇▇▇ is hereby appointed, L.P. shall be authorized and empowered to act the Representative, for the benefit of Sellers and the Equityholders, as the exclusive agent and attorney-in-fact for each of the Stockholders and the Optionholders to act as Representative under this Agreement and the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf ofof each Seller and Equityholder, any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for and to facilitate the consummation of the transactions contemplated hereby, including pursuant to the Related Agreements, which will include the power and authority: (i) to execute and deliver the Related Agreements (with such amendments, modifications or changes therein as to which the Representative, in its sole discretion, will have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, determines to be desirable; (ii) to negotiate, execute and deliver such waivers, modifications, amendments, consents and other documents required or permitted to be given in connection with this Agreement and the other agreements Related Agreements and the consummation of the transactions contemplated hereby includingand thereby as the Representative, without limitationin its sole discretion, may deem necessary or desirable; (iiii) to take any action on behalf of Sellers and the Equityholders or any individual Seller or Equityholder that may be necessary or desirable, as determined by the Representative in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to the adjustments or payments contemplated by Section 2.4; (iv) to collect and receive all payments owing moneys and other proceeds and property payable to the Stockholders Representative, RGA or the Optionholders Equityholders from Purchasers as described herein or in the Related Agreements, and, subject to any applicable withholding retention laws, and net of any out-of-pocket expenses incurred by the Representative, the Representative will disburse and pay, except as otherwise provided hereunder, any amount payable to RGA or the Equityholders to each of RGA or Equityholders as set forth in the operating agreement of RGA and/or in accordance with the allocation principles set forth on Schedule 2.5; (v) as the Representative, to enforce and protect the rights and interests of Sellers and to enforce and protect the rights and interests of the Representative arising out of or under or in any manner relating to this Agreement and the Related Agreements or the transactions provided for herein or therein, and to take any and all actions which the Representative believes are necessary or appropriate under the Related Agreements or this Agreement, including actions in connection with the determination of any payment due hereunder or thereunder for and on behalf of Sellers or Equityholders, including (iiA) to terminateassert any claim or institute any action, amendproceeding or investigation; (B) investigate, waive defend, contest or litigate any provision ofclaim, action, proceeding or investigation initiated by an MMT Party or any other Person, or abandonby any federal, state or local Governmental Authority against the Representative or any Seller or Equityholder, and receive process on behalf of any or all Sellers or Equityholders in any such claim, action, proceeding or investigation and compromise or settle on such terms as the Representative will determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement or the other agreements contemplated herebyRelated Agreements; and (E) file and prosecute appeals from any decision, (iii) to act as judgment or award rendered in any such action, proceeding or investigation, it being understood that the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent Representative will not have any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) obligation to take any such further actions as are authorized in this Agreement or the other agreements contemplated herebyactions, and will not have any liability for any failure to take any such actions; (vi) in generalto refrain from enforcing any right of any Seller, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, Equityholder or deemed by the Representative arising out of or under or in any manner relating to be necessary or desirable in connection with, this Agreement, the Related Agreements or any other agreements contemplated hereby agreement, instrument or document in connection with the foregoing; provided, however, that no such failure to act on the part of the Representative, except as otherwise provided in this Agreement, will be deemed a waiver of any such right or interest by the Representative or by such Seller or Equityholder unless such waiver is in writing signed by the waiving party or by the Representative; and (vii) to make, execute, acknowledge, deliver and receive all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement, the Related Agreements, and all other agreements, documents or instruments referred to herein or thereintherein or executed in connection herewith and therewith. (b) All actions decisions and instructions of the Representative will be conclusive and binding upon all of Sellers the Equityholders and no Seller, Equityholder or any other Person acting on behalf of any Seller will have any claim or cause of action against the Representative, and the Representative will have no liability to any Seller, Equityholder or any other Person acting on behalf of any Seller or Equityholder, for any action taken, decision made or instruction given by the Representative in connection with this Agreement or any Related Agreements, except in the case of the Representative’s own gross negligence or willful misconduct. Parent and Merger Sub shall In the performance of its duties hereunder, the Representative will be entitled to rely on such appointment upon any document or instrument reasonably believed by it to be genuine, accurate as to content and signed by any Seller, any Equityholder, any MMT Party or any other Person. The Representative may assume that any Person purporting to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative give any notice in accordance with the provisions of this Agreement shall constitute notice hereof has been duly authorized to the Stockholders and Optionholders for all purposes under this Agreementdo so. (c) The appointment Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and in any other document delivered in connection herewith; provided, that the Representative will have no obligation to act on behalf of Sellers or the Equityholders. The Representative will at all times be entitled to rely on any directions received from Equityholders which collectively owned, as of immediately prior to the Closing, more than 75% of the equity securities of Sellers; provided, that the Representative is an agency coupled with an interest will not be required to follow any such direction, and is irrevocable and will be under no obligation to take any action taken by in its capacity as the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from based upon such Stockholder or Optionholderdirection. The death or incapacityRepresentative will be entitled to engage such counsel, or dissolution or experts and other termination agents and consultants as it may deem necessary in connection with exercising its powers and performing its function hereunder and (in the absence of existence, of any Stockholder or Optionholder shall not terminate willful misconduct on the authority and agency part of the Representative) will be entitled to conclusively rely on the opinions and advice of such Persons. ParentNotwithstanding anything to the contrary contained herein, Merger Sub and any other party the Representative in its capacity as such will have no fiduciary duties or responsibilities to any document contemplated by this Agreement in dealing Seller or Equityholder and no duties or responsibilities except for those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Seller or Equityholder will otherwise exist against or with respect to the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative in its capacity as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representativesuch. (d) The In no event will the Representative shall not be liable to any StockholderSeller or Equityholder hereunder or in connection herewith for any special, Optionholder indirect, consequential, contingent, speculative, punitive or to exemplary damages, or lost profits, diminution in value or any other Person (damages based on any type of multiple of earnings, cash flow or similar measure or for any liabilities resulting from the actions of a Seller or Equityholder other than Parent or Merger Sub), with respect the Representative acting in its capacity as such. The MMT Parties will have the right to any action rely upon all actions taken or omitted to be taken by the Representative in its role as Representative under pursuant to this Agreement and the Related Agreements, including the calculations required by Section 2.4, all of which actions or in connection omissions will be legally binding upon Sellers and the Equityholders. The grant of authority provided for herein (i) is coupled with this Agreement, unless such action an interest and will be irrevocable by any act of any Seller or omission results from or arises out by operation of willful misconduct or gross negligence on the part Law and all of the Representativeindemnities, immunities, authority and power granted to the Representative shall not be liable to hereunder will survive the death, incompetency, bankruptcy or liquidation of any Stockholder Seller and (ii) will survive the Closing or Optionholder in the event that, in the exercise any termination of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent this Agreement or Merger Sub against the Stockholders or Optionholdersany Related Agreements. (e) The Representative shall will not be entitled liable to use any Seller or Equityholder for any act done or omitted hereunder as Representative while acting in good faith. Sellers and the funds constituting Equityholders will indemnify the Representative Expense Amountand hold the Representative harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representative or any of its Affiliates and any of their respective partners, members, attorneys, accountants, advisors or controlling Persons and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative. Each MMT Party (on its behalf and on behalf of its Affiliates) acknowledges that the Representative is party to this Agreement solely for purposes of serving as the “Representative” hereunder and no claim will be brought by or on behalf of an MMT Party or any and all expensesof its Affiliates against the Representative with respect to this Agreement or the agreements or transactions contemplated hereby or any certificate, charges and liabilitiesopinion, includinginstrument or other documents delivered hereunder (with it being understood that any covenant or agreement of or by the “parties” or “each of the parties” at or prior to the Closing will not be deemed to require performance by, but not limited toor be an agreement of, reasonable attorneys’ fees, incurred the Representative unless performance by the Representative is expressly provided for in such covenant or the performance or discharge of its duties pursuant to this Section 11.12 (the “Representative Expenses”expressly so agrees). (f) Each Letter All out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement or the Related Agreements will be paid out of Transmittal shall provide the Representative Fund from time to time, as and when such fees and expenses are incurred. In the event that the Representative shall be the agent and attorney-in-fact for each amount of the Stockholders Representative Fund is insufficient to satisfy all expense reimbursement and indemnification payments to which the Optionholders with Representative is entitled pursuant to this Section 9.13 upon written notice from the Representative to the Equityholders as to the existence of a deficiency toward the payment of any such expense reimbursement or indemnification amount, as the case may be, each Equityholder will promptly deliver to the Representative full power payment of such Equityholder’s Pro Rata Portion of the amount of such deficiency. The Representative will establish such terms and authority procedures for administering, investing and disbursing any amounts from the Representative Fund as it may determine in its reasonable judgment to act as Representative under and in accordance with be necessary, advisable or desirable to give effect to the terms provisions of this Agreement. If any balance of the Representative Fund remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then the Representative will distribute to each Equityholder, by wire transfer of immediately available funds to an account designated by each Equityholder, such Equityholder’s Pro Rata Portion of such remaining balance of the Representative Fund. (g) Any resignation by the Representative will not be effective until a new Representative will be appointed by Equityholders who held more than 50% of the aggregate equity securities of Sellers, immediately prior to the Closing.

Representative. (a) GS Capital Partners VI FundThe Representative is hereby irrevocably appointed as the representative, L.P. shall be the agent agent, proxy, and attorney-in-fact for each of all the Stockholders Securityholders for all purposes under this Agreement, the Escrow Agreement and the Optionholders Payment Agent Agreement, including the full power and authority on the Securityholders’ behalf: (i) to act as Representative consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to negotiate and settle disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (iii) to receive and disburse to the Securityholders any funds received on behalf of the Securityholders under this Agreement, the Escrow Agreement and the Payment Agent Agreement or otherwise, (iv) to withhold any amounts received on behalf of the Securityholders pursuant to this Agreement and the Escrow Agreement, including the Representative Holdback Amount, or otherwise to satisfy any and all obligations or liabilities incurred by the Securityholders or the Representative in the performance of their duties hereunder, (v) to direct the distribution of funds, designate or engage a paying agent to distribute funds (including the Closing Date Cash Merger Consideration, the Adjustment Amount, if any, payable in accordance with Section 3.7 and funds from the terms Escrow Account and the Representative Holdback Amount), make or direct payments of funds from the Representative Holdback Amount, give receipts for funds, authorize deliveries to Parent of cash from the Escrow Account in satisfaction of claims asserted by Parent and object to any claims by any Person against the Escrow Account, (vi) to execute and deliver any amendment or waiver to this Section 11.12. In Agreement, the event Escrow Agreement and the Payment Agent Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of the resignationSecurityholders) and (vii) to take all other actions to be taken by or on behalf of the Securityholders in connection with this Agreement, death the Escrow Agreement and the Payment Agent Agreement and the other agreements, instruments, and documents contemplated hereby or incapacity executed in connection herewith. The Securityholders, by approving this Agreement (whether by vote or by execution of a Letter of Transmittal), further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Securityholder. All decisions and actions by the Representative shall be binding upon all of the Securityholders and no Securityholder shall have the right to object, dissent, protest or otherwise contest the same. The Representative shall not have the authority to increase the Liability of any Securityholder on a non pro rata basis. If an allocation is not otherwise provided for in this Agreement, the Representative shall distribute funds to the Securityholders in accordance with their respective Pro Rata Share. Parent may conclusively rely, without independent verification or investigation, upon any such decision or action of the Representative as being the binding decision or action of every Securityholder, and Parent shall not be liable to any Securityholder or any other Persons for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any such decision or action of the Representative. The Representative shall have no duties or obligations to the Securityholders hereunder, except as expressly set forth in this Agreement. By its approval of, or consent to, the Merger and the adoption of this Agreement, its acceptance of any consideration pursuant to this Agreement or delivery of a successor Letter of Transmittal, each Securityholder hereby irrevocably approves and adopts the appointment of the Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent as such Securityholder’s representative, agent, proxy, and such successor Representativeattorney-in-fact. (b) The Representative is By the approval of this Agreement, each Securityholder hereby authorized severally, for itself only and empowered to act fornot jointly, and on behalf ofup to its Pro Rata Share, any or agrees to indemnify and hold harmless the Representative and its partners, managers, officers, agents and other representatives against all of the Stockholders expenses (including reasonable attorneys’ fees), judgments, fines and the Optionholders (with full power of substitution in the premises) amounts incurred by such Persons in connection with any Proceeding to which the Representative or such matters as are reasonably necessary for the consummation other Person is made a party by reason of the transactions contemplated in this Agreement and fact that it is or was acting as the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing Representative pursuant to the Stockholders or the Optionholders under terms of this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act than as the representative a result of the Stockholders to review and authorize all claims and disputes Representative’s bad faith or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreementwillful misconduct. (c) The appointment Neither the Representative nor any of its members, managers, officers, agents or other representatives shall incur any Liability to any Securityholder by virtue of the failure or refusal of such Persons for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder, except for actions or omissions constituting bad faith or willful misconduct. The Representative is an agency coupled with an interest and is irrevocable its members, managers, officers, agents and other representatives shall have no Liability in respect of any Proceeding brought against such Persons by any Securityholder, regardless of the legal theory under which such Liability may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, unless such Persons took or omitted taking any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action bad faith or as result of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representativewillful misconduct. (d) The Representative shall have the right, in its sole discretion, to recover from any amounts withheld by the Representative, including the Representative Holdback Amount, its reasonable and documented out‑of‑pocket expenses incurred in the performance of its duties hereunder (the “Charges”). In the event the Representative Holdback Amount is insufficient to satisfy such deficit, each Securityholder will be obligated to pay any remaining unpaid amounts to the Representative on a several, and not be liable joint, basis, up to each such Securityholder’s Pro Rata Share. (e) In furtherance of, and without limiting any Stockholder, Optionholder or to any other Person (other than Parent or Merger Subrights of the Representative set forth in Sections 10.15(a)(iv), 10.15(a)(v) and Section 10.15(d), the Representative shall have the right, and the Securityholders hereby authorize the Representative, to withhold from the Closing Date Merger Consideration the Representative Holdback Amount (in connection with respect the allocation and distribution of the Closing Date Merger Consideration in accordance with Article III) to any action taken or omitted to be taken satisfy potential future obligations of the Securityholders and expenses incurred by the Representative in its role as Representative under or in connection with performing its obligations under this Agreement and the Escrow Agreement. The Representative Holdback Amount shall be retained by the Representative until such time as the Representative shall determine, and, subject to the terms of this Agreement, unless the balance of the Representative Holdback Amount, if any, shall be delivered by the Representative or a paying agent designated by the Representative to the Securityholders as if such action amounts were being distributed pursuant to Section 3.8(a)(i)(1). The Securityholders will not receive any interest or omission results from earnings on the Representative Holdback Amount and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or arises out earnings. The Representative will not be liable for any loss of willful misconduct or principal of the Representative Holdback Amount other than as a result of its gross negligence on or willful misconduct. The Representative Holdback Amount shall be held in an FDIC-insured account or accounts at a nationally recognized financial institution. (f) Following the part Closing Date, a majority‑in‑interest of the Securityholders may, by written consent, appoint a new representative as the Representative. Notice, together with a copy of the written consent appointing such new representative and bearing the signatures of a majority‑in‑interest of the Securityholders, must be delivered to Parent not less than ten (10) days prior to such appointment. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent. (g) In the event that the Representative becomes unable or unwilling to continue in its capacity as Representative, or if the Representative resigns as the Representative, and a majority‑in‑interest of the Securityholders may by written consent appoint a new representative as the Representative; provided that any such resignation by the Representative shall not be liable effective until the appointment of a new representative as the Representative. Notice and a copy of the written consent appointing such new representative and bearing the signatures of a majority‑in‑interest of the Securityholders must be delivered to any Stockholder or Optionholder Parent. Such appointment will be effective upon the later of the date indicated in the event that, in consent or the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made date such consent is received by Parent or Merger Sub against the Stockholders or OptionholdersParent. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in the performance or discharge of its duties pursuant to this Section 11.12 (the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that the Representative shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders with full power and authority to act as Representative under and in accordance with the terms of this Agreement.

Representative. (a) GS Capital Partners VI FundBy virtue of the adoption of this Agreement and as set forth in the Letters of Transmittal, L.P. shall be as applicable, the agent Representative is hereby irrevocably appointed as of the Closing as the representative, agent, proxy, and attorney-in-fact for each of all the Stockholders Equityholders for all purposes under this Agreement, including the full power and authority on the Optionholders Equityholders’ behalf (i) to act as Representative consummate the transactions contemplated under this Agreement and the other agreements agreements, instruments, and documents contemplated hereby in accordance with the terms of this Section 11.12. In the event of the resignation, death or incapacity of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Stockholders and the Optionholders (with full power of substitution in the premises) executed in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in herewith, (ii) to negotiate and settle disputes arising under, or relating to, this Agreement and the other agreements agreements, instruments, and documents contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated herebyexecuted in connection herewith, (iii) to act as receive and disburse to the representative Equityholders any funds received on behalf of the Stockholders to review and authorize all claims and disputes Equityholders under this Agreement or question the accuracy thereofotherwise, (iv) to negotiate withhold any amounts received on behalf of the Equityholders pursuant to this Agreement, including the Reserve Amount, or otherwise to satisfy any and compromise on all obligations or liabilities incurred by the Equityholders or the Representative in the performance of their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect theretoduties hereunder, (v) to take such further actions as are authorized direct the distribution of funds, designate or engage a paying agent to distribute funds (including, the Aggregate Closing Merger Consideration, positive adjustment to Aggregate Closing Merger Consideration payable in this Agreement accordance with Section 3.6 and funds from the Escrow Account and the Reserve Amount), make or direct payments of funds from the other agreements contemplated herebyReserve 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) in general, do all things to execute and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow deliver any amendment or waiver to this Agreement and the other agreements contemplated in this Agreement)agreements, certificatesinstruments, receipts, consents, elections, instructions and other documents contemplated byhereby or executed in connection herewith (without the prior approval of the Equityholders) and (vii) to take all other actions to be taken by or on behalf of the Equityholders in connection with this Agreement and the other agreements, instruments, and documents contemplated hereby or deemed executed in connection herewith. The Stockholders, 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 Stockholder. All decisions and actions by the Representative shall be binding upon all of the Equityholders and no Equityholder shall have the right to be necessary object, dissent, protest or desirable in connection with, this Agreement, otherwise contest the other agreements contemplated hereby and the transactions contemplated herein or thereinsame. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiryindependent verification or investigation, upon any act such decision or action of the Representative as being the act binding decision or action of the Stockholder or Optionholder and shall be relieved from any liability to any Person for any acts done by them in accordance with such act of the Representative. (d) The Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Representativeevery Equityholder, and the Representative Parent shall not be liable to any Stockholder or Optionholder any other Persons for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any such decision or action of the Representative. The Representative shall have no duties or obligations to the Equityholders hereunder, except as expressly set forth in this Agreement. (b) The Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements, except to the extent resulting from its fraud, bad faith, gross negligence or willful misconduct. The Representative shall not be liable for any action or omission taken in good faith pursuant to the advice of counsel. The Equityholders shall indemnify the Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event thatthat any such Representative Loss is finally adjudicated to have been caused by fraud, in bad faith, gross negligence or willful misconduct of the exercise of its reasonable judgmentRepresentative, the Representative believes there will reimburse the Equityholders the amount of such indemnified Representative Loss to the extent attributable to such fraud, bad faith, gross negligence or willful misconduct. Representative Losses may be recovered by the Representative from (i) the Reserve Amount and (ii) any other funds that become payable to the Equityholders under this Agreement at such time as such amounts would otherwise be distributable to the Equityholders; provided, that while the Representative may be paid from the aforementioned sources of funds, this does not relieve the Equityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Representative be adequate resources available required to cover potential costs and expenses advance its own funds on behalf of the Equityholders or otherwise. Notwithstanding anything in this Agreement to contest a claim made by Parent the contrary, any restrictions or Merger Sub limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Stockholders Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or Optionholdersremoval of the Representative or the termination of this Agreement. (ec) The In furtherance of, and without limiting any rights of the Representative set forth in this Section 10.20, the Representative shall be entitled have the right and the Equityholders hereby authorize the Representative, to use withhold from the funds constituting Closing Merger Consideration the Representative Expense Amount, for any Reserve Amount (in connection with the allocation and all expenses, charges distribution of the Closing Merger Consideration in accordance with Article 3) to satisfy potential future obligations of the Equityholders and liabilities, including, but not limited to, reasonable attorneys’ fees, expenses incurred by the Representative in connection with performing its obligations under this Agreement and the performance or discharge of its duties pursuant to this Section 11.12 (Escrow Agreement. The Reserve Amount shall be retained by the “Representative Expenses”). (f) Each Letter of Transmittal shall provide that until such time as the Representative shall be the agent and attorney-in-fact for each of the Stockholders and the Optionholders with full power and authority determine, and, subject to act as Representative under and in accordance with the terms of this Agreement, the balance of the Reserve Amount, if any, shall be delivered by the Representative to the Paying Agent for further distribution to the Equityholders as if such amounts were being distributed pursuant to Section 3.6. The Equityholders will not receive any interest or earnings on the Reserve Amount and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Reserve Amount other than as a result of its bad faith or willful misconduct. Notwithstanding the foregoing, each Equityholder acknowledges and agrees that there can be no assurances that any of the Reserve Amount will be paid or disbursed to the Equityholders. For U.S. federal and applicable state and local income tax purposes, the Reserve Amount shall be treated as received by the Equityholders at Closing and voluntarily set aside by the Equityholders for the Representative, such that no withholding is required upon any subsequent transfer or disbursement of the Reserve Amount (or any portion thereof). (d) If the Representative becomes unable or unwilling to continue in its capacity as Representative, or if the Representative resigns as the Representative, a majority-in-interest of the Stockholders may by written consent appoint a new representative as the Representative. Notice and a copy of the written consent appointing such new representative and bearing the signatures of a majority-in-interest of the Stockholders must be delivered to Parent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent.

Representative. (a) GS Capital Partners VI FundIn order to efficiently administer the transactions contemplated hereby, L.P. shall be the agent and Stockholders hereby designate the Representative as their representative, attorney-in-fact and agent for each all purposes set forth herein and hereby exclusively authorize the Representative to: (i) take all actions required or permitted by, and exercise all rights granted to, the Representative in this Agreement or the Escrow Agreement; (ii) review all Contingent Payment Statements, deliver any Contingent Payment Objection Notice and discuss, negotiate, resolve and fully and finally settle on behalf of the Stockholders or Key Personnel, as applicable, any disputes with respect to the determination of each Final Contingent Payment Statement and the Optionholders final determination of the amounts therein pursuant to act as Representative Section 1.4; (iii) review the Closing Statement, deliver any Objection Notice with respect thereto, and discuss, negotiate, resolve and fully and finally settle on behalf of the Stockholders, any Objection Items or other disputes with respect to the determination of Closing Net Working Capital and the final determination of any adjustment to the Purchase Price pursuant to Section 1.3; (iv) take all action necessary in connection with the waiver of any condition to the obligations of the Company or the Stockholders to consummate the transactions contemplated hereby; (v) discuss, negotiate, resolve and fully and finally settle on behalf of the Stockholders any claims for indemnification by any Buyer Indemnified Party pursuant to this Agreement; (vi) give and receive notices and communications to or from Buyer (on behalf of itself or any other Buyer Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (vii) receive and accept service of legal process in connection with any claim or other proceeding against the Stockholders or the Company arising under this Agreement or the Escrow Agreement; (viii) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement or the other agreements contemplated hereby in accordance with the terms of this Section 11.12. In the event Escrow Agreement on behalf of the resignationStockholders; execute and deliver all agreements, death certificates and documents required or incapacity deemed appropriate by the Representative in connection with any of the Representativetransactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (ix) execute and deliver all agreements, a successor certificates and documents required or deemed appropriate by the Representative reasonably satisfactory in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (x) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement or the Escrow Agreement; (xi) agree to Parent shall thereafter and approve of modifications or amendments to this Agreement or to the Escrow Agreement, and executing and delivering agreements of such modification or amendment; (xii) take all other actions (including defending or enforcing any actions, and to make, deliver and sign any certificate, notice, consent or instrument required or permitted to be appointed by an instrument made or delivered under this Agreement or under the documents referred to in writing signed by Parent and such successor Representativethis Agreement) necessary or appropriate in the reasonable judgment of the Representative in connection with any transaction contemplated hereunder or for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. (b) The Representative is ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby authorized accepts his appointment as the initial Representative. (c) Any notice or communication given or received by, and empowered any decision, action, failure to act forwithin a designated period of time, and on behalf agreement, consent, settlement, resolution or instruction of, any the Representative 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 of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with shall be final, binding and conclusive upon each such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement Stockholder; and Buyer, each Buyer Indemnified Party and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub Agent shall be entitled to rely on upon any such appointment and notice, communication, decision, action, failure to treat the Representative act within a designated period of time, agreement, consent, settlement, resolution or instruction as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given being a notice or communication to the Representative in accordance with the provisions of this Agreement shall constitute notice to the Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment of the Representative is an agency coupled with an interest and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacityby, or dissolution a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or other termination of existenceinstruction of, of any Stockholder or Optionholder shall not terminate each and every such Stockholder. Buyer, each Buyer Indemnified Party and the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative may conclusively and absolutely rely, without inquiry, upon any act of the Representative as the act of the Stockholder or Optionholder and shall be Escrow Agent are hereby relieved from any liability to any Person for any acts done by them in accordance with any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Representative. (d) The Representative shall not be liable to any Stockholder, Optionholder or to Stockholder for any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted to be taken by the Representative in its role as Representative under or in connection with this Agreement, unless the Escrow Agreement, any other Ancillary Agreement or certificate or instrument contemplated hereunder while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such action good faith. Each Stockholder, severally and not jointly, in accordance with his Pro Rata Basis, shall indemnify the Representative and hold it harmless against any loss, liability or omission results from or arises out of willful misconduct or expense incurred without gross negligence or bad faith on the part of the Representative, Representative and arising out of or in connection with the Representative shall not be liable to any Stockholder acceptance or Optionholder in the event that, in the exercise administration of its reasonable judgmentduties under this Agreement, the Escrow Agreement, any other Ancillary Agreement or certificate or instrument contemplated hereunder. To the extent that any distributions of the Escrow Amount are being made to the Stockholders pursuant to the terms of the Escrow Agreement, the Representative believes there will not be adequate resources available may, upon written notice to cover potential costs Buyer and expenses to contest a claim made by Parent or Merger Sub against the Stockholders, receive reimbursement from the Stockholders or Optionholders. (e) The Representative shall be entitled directly out of any such distributions that are being made to use the funds constituting the Representative Expense Amount, Stockholders for any and all expenses, charges and liabilities, including, but not limited to, reasonable including attorneys’ fees, reasonably incurred by the Representative in the performance or discharge of its duties his rights and obligations under this Agreement; provided, however, that neither Buyer nor the Company shall have any liability with respect to such items. (e) The Stockholders hereby agree that: (i) remedies available at Law for any breach of the provisions of this Section 1.5 are inadequate; therefore, the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if the Buyer brings an action to enforce the provisions of this Section 1.5; and (ii) the provisions of this Section 1.5 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of the Buyer, the Representative, and each Stockholder, and any references in this Agreement to a Stockholder or the Stockholders shall mean and include the successors to the Stockholders’ rights hereunder, whether pursuant to this Section 11.12 (testamentary disposition, the “Representative Expenses”)Laws of descent and distribution or otherwise. (f) Each Letter of Transmittal shall provide The Stockholders and Buyer acknowledge and agree that the Representative shall can be removed and/or replaced upon the agent and attorney-in-fact for each affirmative written consent of Stockholders holding a majority of the Stockholders aggregate Pro Rata Basis percentages set forth on Exhibit A hereto, upon not less than ten (10) days’ prior written notice to Buyer. Upon the due removal and/or replacement of the Representative, Buyer and the Optionholders with full power and authority newly appointed Representative shall provide prompt written notice to act as Representative under and in accordance with the terms of this AgreementEscrow Agent concerning such replacement.

Representative. (a) GS Capital Partners VI FundBy virtue of the approval of the First Step Merger, L.P. this Agreement and the transactions contemplated hereby by the Company Stockholders, and by the receiving the benefits of the First Step Merger, including the right to receive the consideration payable in connection with the First Step Merger, each of the Company Stockholders shall be the deemed to have agreed, and hereby agrees, to appoint Shareholder Representative Services LLC as its agent and attorney-in-fact fact, as the Representative for each and on behalf of the Company Stockholders to (i) give and receive notices and communications, (ii) authorize payment to any Indemnified Party from the Optionholders Indemnity Escrow Fund in satisfaction of claims by such Indemnified Party pursuant to act Section 8.2(a), (iii) object to such payments, (iv) agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, (v) assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Stockholder or by any such Company Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, (vi) authorize the release or delivery to the Representative of amounts from the Representative Escrow Fund in satisfaction or payment of any Representative Expenses (as defined in Section 8.8(b) below), and (vii) to take all other actions that are either (A) necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, including taking such action as necessary to transfer any shares of Parent Common Stock held in the Indemnity Escrow Fund to any Indemnified Party or other Person as required under this Agreement and or the other agreements contemplated hereby in accordance with Escrow Agreement, or (B) specifically mandated by the terms of this Section 11.12Agreement or the Escrow Agreement. In the event The identity of the resignationRepresentative may be changed by the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, death however, that the Representative may not be removed unless holders of at least a majority of the interest of the Indemnity Escrow Fund agrees in writing to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, if the Representative shall die, be removed, become disabled, resign or incapacity otherwise be unable to fulfill its responsibilities hereunder, a vacancy in the position of Representative may be filled by the holders of a majority in interest of the Indemnity Escrow Fund. Notices or communications to or from the Representative shall constitute notice to or from the Company Stockholders. A decision, act, consent or instruction of the Representative, a successor Representative reasonably satisfactory to Parent shall thereafter be appointed by including an instrument in writing signed by Parent and such successor Representative. (b) The Representative is hereby authorized and empowered to act foramendment, and on behalf of, any extension or all of the Stockholders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the consummation of the transactions contemplated in this Agreement and the other agreements contemplated hereby including, without limitation, (i) to receive all payments owing to the Stockholders or the Optionholders under this Agreement, (ii) to terminate, amend, waive any provision of, or abandon, this Agreement or the other agreements contemplated hereby, (iii) to act as the representative of the Stockholders to review and authorize all claims and disputes or question the accuracy thereof, (iv) to negotiate and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, (v) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby, and (vi) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements (including the Escrow Agreement and the other agreements contemplated in this Agreement), certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Representative to be necessary or desirable in connection with, this Agreement, the other agreements contemplated hereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Representative in accordance with the provisions waiver of this Agreement pursuant to Section 9.4 and Section 9.5 hereof, shall constitute notice to a decision of the Company Stockholders and Optionholders for all purposes under this Agreement. (c) The appointment shall be final, binding and conclusive upon the Company Stockholders; and each of the Representative is an agency coupled with an interest Escrow Agent and is irrevocable and any action taken by the Representative pursuant to the authority granted in this Section 11.12 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the authority and agency of the Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Representative Parent may conclusively and absolutely rely, without inquiry, rely upon any act such decision, act, consent or instruction of the Representative as being the act decision, act, consent or instruction of the Stockholder or Optionholder Company Stockholders. Each of the Escrow Agent and shall be Parent is hereby relieved from any liability to any Person person for any acts done by them in accordance with such act decision, act, consent or instruction of the Representative. Each Company Stockholder hereby agrees to receive correspondence from the Representative, including in electronic form. (db) The Representative shall not be liable to for any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken act done or omitted hereunder as Representative while acting in good faith and in the exercise of reasonable judgment. Any act done or omitted pursuant to the advice of counsel shall be taken by conclusive evidence that the Representative acted in its role as good faith and in the exercise of reasonable judgment. The Company Stockholders shall indemnify the Representative under and hold the Representative harmless against any loss, liability or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or expense incurred without gross negligence or bad faith on the part of the Representative and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative, and the Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of its reasonable judgment, the Representative believes there will not be adequate resources available to cover potential costs fees and expenses to contest a claim made by Parent or Merger Sub against the Stockholders or Optionholders. (e) The Representative shall be entitled to use the funds constituting the Representative Expense Amount, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Representative in connection with the performance of his duties under this Agreement or discharge of its duties pursuant to this Section 11.12 the Escrow Agreement (the “Representative Expenses”). If not paid directly by the Company Stockholders, any Representative Expenses may be (i) withdrawn by the Representative from the Representative Escrow Fund, or (ii) following the Expiration Date and the satisfaction of all claims made by Indemnified Parties for Losses, recovered from the Escrow Fund prior to any distribution to the Company Stockholders; provided that prior to any such distribution pursuant to clause (ii) of this sentence, the Representative shall deliver to the Escrow Agent a certificate setting forth the Representative Expenses actually incurred and not previously satisfied from the Representative Escrow Fund; provided, further, that while this section allows the Representative to be paid from the Representative Escrow Fund, it does not relieve the Company Stockholders from their obligation to promptly pay such losses, liabilities or expenses, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. (fc) Each Letter of Transmittal The Company shall provide that deliver to the Representative shall be a copy of (i) the agent Information Statement; (ii) the Spreadsheet; and attorney-in-fact for each of (iii) the Stockholders and the Optionholders with full power and authority to act as Representative under and in accordance with the terms of this AgreementCompany’s Closing Working Capital Statement.