Common use of Representative Clause in Contracts

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

Representative. (a) In order to efficiently administer the obligations specified in this Agreement and efficiently represent the interests Each of the Company Securityholders with respect to all matters arising under this Agreement or hereby irrevocably nominate, constitute and appoint Fortis Advisors, LLC as the Escrow Agreement, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon of the ClosingSecurityholders, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including of substitution, to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion name, place and stead of the RepresentativeSecurityholders for purposes of executing any documents and taking any actions that the Representative may, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect in his sole discretion, determine to be necessary, desirable or appropriate in all matters relating to or arising under this Agreement and the Escrow Agreement, (C) receive all notices and service out of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or and the Representative Engagement AgreementAgreement including in connection with any payment pursuant to Section 1.6 or claim for indemnification under Section 5.5 or Section 7. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. Fortis Advisors LLC hereby accepts its appointment as the Representative. The Representative agrees shall be entitled to act engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and (in the absence of bad faith on the part of the Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. (b) Each of the Securityholders grants to the Representative full authority to execute, deliver, acknowledge, certify and file on behalf of the Securityholders (in the name of any or all of the Securityholders or otherwise) any and all documents that the Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the representativeRepresentative may, agent and attorney-in-fact of each Company Securityholderin its sole discretion, determine to be appropriate, in performing its duties as contemplated by Section 8.1(a). Each Company Securityholders agrees, by virtue of Notwithstanding anything to the approval of contrary contained in this Agreement or in any other Contract executed in connection with the Transactions, each Indemnitee shall be entitled to deal exclusively with the Representative on all matters relating to Sections 1.3, 5.5 and 7 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 Securityholders by the Acquisition Representative and on any other action taken or purported to be taken on behalf of any Securityholders by the Representative, as fully binding upon such Securityholder. (and no act of such Company Securityholder), that all c) All actions taken by the Representative under this Agreement, the Escrow Agreement, Agreement Representative or the Representative Engagement Agreement shall be binding upon such Company each Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (bd) The power of attorney and all authority conferred under this granted in Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: 8.1(a): (i) shall is coupled with an interest and is irrevocable; (ii) may be irrevocable and shall not be terminated delegated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event the Representative; and (iiiii) shall survive the delivery dissolution, death or incapacity of an assignment by any Company Securityholder each of the whole Securityholders. (e) Securityholders with a majority in interest (determined based in accordance with their respective ownership of Shares as of immediately prior to Closing) have the right to remove the Representative at any time. If the Representative shall resign, die, become disabled or any fraction otherwise be unable to fulfill its responsibilities as agent of histhe Securityholders, her or its be removed, then a majority in interest of the Securityholders (determined based in accordance with their respective ownership of Shares as of immediately prior to the Escrow Amount. Without limiting Closing) shall, within ten (10) days after such death, disability or removal, appoint a successor agent for the foregoing, the power of attorney shall be to ensure the performance of a special obligation Securityholders and, accordinglypromptly thereafter, each Company Securityholder, by virtue shall notify Purchaser of the approval of this Agreement and the Acquisition (and no act identity of such Company Securityholder), renounces successor. Any such Company Securityholder’s right to renounce this power successor shall become the “Representative” for purposes of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. (df) Certain Company Securityholders 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 Escrow Representative Engagement Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither To the maximum extent permissible by applicable law, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind to any Securityholder or any other Person with respect to any action or omission inaction taken or failed to be taken, by the Representative it or by its agents, in connection with its services as the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s with respect to its own willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the The Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds act in the Representative Expense Fund, (ii) second, from reliance upon any distributions of the Escrow Fund signature believed by it to the Company Shareholders or other post-closing payment at be genuine and may reasonably assume that such time as such amounts would otherwise be distributable person has proper authorization to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds sign on behalf of the Company Securityholders applicable Securityholder or otherwiseother party and (ii) rely upon the Spreadsheet. In all questions arising under this Agreement or the transactions contemplated hereby, the Representative may rely on the advice of counsel, accountants or other skilled persons, and the Representative will not be liable to any Securityholder or any other Person for anything done, omitted or suffered in good faith by the Representative based on such advice of counsel, accountants or other skilled persons, as the case may be. No provision of this Agreement or any of the transactions contemplated hereby shall require the Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement, the Escrow Agreement or any of the transactions contemplated hereby and 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 Group shall be indemnified, defended and held harmless by the Securityholders from and against any and all losses, claims, damages, liabilities, fees, costs, expenses (including reasonable legal fees and disbursements and costs and including costs incurred in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (“Representative Expense”) arising from, based upon or with respect the Representative’s execution and performance of this Agreement, the Escrow Agreement, the Representative Engagement Agreement or any of the Transactions, or otherwise in connection with acting as the Representative, in each case as such Representative Expense is incurred. Notwithstanding anything in this Agreement To the extent any Representative Expenses are not paid or reimbursed from the Representative’s Expense Fund, upon any payment to the contrarySecurityholders of the Escrow Amount, the Representative shall have the right to recover the Representative Expenses from such amount before any restrictions or limitations on liability or indemnification obligations ofdistribution to the Securityholders, or provisions limiting in the recourse against non-partiesevent there are insufficient funds, otherwise applicable to directly from the Company Securityholders set forth elsewhere in this Agreement are Securityholders, severally and not intended to be applicable to jointly, on a pro rata basis based on their respective Pro Rata Amount. All of the indemnities provided immunities and powers granted to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement Agreement. The powers, immunities and the Escrow Agreement. (f) Buyer will have no liability rights to indemnification granted to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under Group in this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to : (i) books are coupled with an interest and records shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the Company (other than privileged documents), respective Securityholder and shall be binding on any successor thereto and (ii) all Company personnel as reasonably identified shall survive the delivery of an assignment by any Securityholder of the Representativewhole or any fraction of his, her or its interest in each case, to the Escrow Amount. (h) To the extent reasonably related the Representative receives documents, spreadsheets or other forms of information from any party and the Representative is required to deliver any such claims under document, spreadsheet or other form of information to another party, the Claim NoticeRepresentative is not responsible for the content of such materials, nor is the Representative responsible for confirming the accuracy of any information contained in such materials or reconciling the content of any such materials with any other documents, spreadsheets or other information. The Representative shall not be liable to any Securityholder for any apportionment or distribution of payments authorized by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Securityholder to whom payment was due, but not made, shall be to recover from other Securityholders any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement; provided, however, that the foregoing recourse limitation shall not apply in any case where such error was due to fraud or willful misconduct by the Representative. The Representative shall be entitled to rely upon the Pro Rata Amount in the Spreadsheet when setting forth any apportionment or distribution of payments required to be made pursuant to this Agreement. (xi) access to such booksAt the Closing, recordsand without any act of any Securityholder, documents and personnel will not unreasonably interfere Purchaser shall deposit the Representative’s Expense Fund Amount with the normal operations of Buyer and its Subsidiaries or violate applicable Law or ContractRepresentative, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will to be promptly reimbursed held by the Representative (and released on the instructions of the Representative for the payment of Representative Expenses incurred by the Representative in performing its duties pursuant to this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Purchaser will be deemed to have contributed on behalf of each Securityholder, his, her or its Pro Rata Amount of the Company Securityholders). (h) The Representative Representative’s Expense Fund will be used Amount for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined retention by the Advisory GroupRepresentative. The Representative is not acting as a withholding agent providing any investment supervision, recommendations or in any similar capacity in connection with the Representative Expense Amount, advice and has shall have no tax reporting responsibility or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable liability for any loss of principal of the Representative Representative’s Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, Securityholders will not use these receive any interest on the Representative’s Expense Fund and assign to the Representative any such interest. Subject to Advisory Group approval, the Representative may contribute funds for its operating expenses or to the Representative’s Expense Fund from any other corporate purposes and will not voluntarily make these funds available consideration otherwise distributable to its creditors in the event of bankruptcySecurityholders. As soon as practicable following reasonably determined by the completion Representative that the Representative’s Expense Fund is no longer required to be withheld, any of the Representative’s responsibilities, Expense Fund Amount originally deposited with the Representative will deliver any remaining of at the Closing that has not been used by the Representative Expense Fund pursuant to the terms of this Agreement shall be released by the Representative for distribution by the Paying Agent for further distribution to the Company Securityholders Securityholders, in accordance with each case in proportion to their respective Pro Rata Shares. and the agreements ancillary heretoAmount of such remaining funds, if any. For tax purposesthe avoidance of doubt, the Representative Representative’s Expense Fund will Amount shall not be treated as having been received deemed part of the Escrow Fund and voluntarily set aside shall not be available to satisfy any indemnification or other obligations to Purchaser hereunder. None of Purchaser or any of its Affiliates shall have any liability or obligation with respect to the use of the Representative’s Expense Fund Amount by the Company Securityholders at the time of ClosingRepresentative.

Representative. (a) In order The parties have agreed that it is desirable to efficiently administer the obligations specified in this Agreement and efficiently represent the interests of the Company Securityholders with respect to all matters arising under this Agreement or the Escrow Agreement, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation designate a representative to act on behalf of the Company SecurityholdersFully-Diluted Stockholders for certain limited purposes, except as expressly provided specified herein. The parties have designated ▇▇▇▇▇▇▇, in Dubilier & Rice, LLC as the Escrow Agreement and in the Representative Engagement Agreementinitial Representative, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement Stockholder Consent and the Acquisition (executed Letters of Transmittal will expressly ratify and no act of approve such Company Securityholder), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waiveddesignation. (b) The power of attorney and all authority conferred under this Section 2.5 Company hereby agrees that Parent and the powers, immunities Escrow Agent shall be able to rely conclusively on the instructions and rights to indemnification granted decisions of the Representative as to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act settlement of any Company Securityholderclaims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by operation of lawthe Representative hereunder, by such Company Securityholder’s death under the Purchase Price Adjustment Escrow Agreement or disability or any other event and (ii) shall survive under the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Indemnification Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative ▇▇▇▇▇▇ Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative agrees shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be bound necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative ▇▇▇▇▇▇ Amount. (d) Each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, ▇▇▇▇▇▇ Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment otherwise in respect of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with transactions contemplated hereby, except to the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of extent such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative Losses shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it proven to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf the direct result of the applicable Company Securityholder fraud or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission willful misconduct by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreementhereunder. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer All of the indemnities, immunities and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior powers granted to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in shall survive the case of a Effective Time. (f) The Representative that is not a natural Person, becomes bankrupt, insolvent or ceases hereby represents and warrants to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative resigns or otherwise is unable has all requisite power and authority to perform its obligations as such, execute and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Persondeliver this 95 Agreement, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (fii) Buyer The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will have no liability to not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the Company Securityholders or otherwise arising out organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings Seller Disclosure Letter, no notice to, filing with, and notices to and fromor authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative to satisfy any obligations it might have under Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement. (g) After , the Closing, Buyer shall afford the Representative and Indemnification Escrow Agreement or its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records consummation of any of the Company (other than privileged documents), transactions contemplated hereby and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders)thereby. (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) In order to efficiently administer the obligations specified in this Agreement and efficiently represent transactions contemplated hereby, including (i) the interests determination of the Net Asset Value and Adjusted Base Purchase Price and (ii) the defense and/or settlement of any claims for which the Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI or Article VIII hereof, the Company Securityholders Stockholders, by the approval of the Merger and adoption of this Agreement, the holders of Options or Warrants by executing amendments to such Options or Warrants, as applicable, pursuant to Section 1.11(f) hereof, the Principal Stockholders, by their execution of the Stockholder Agreement, and the Management Participants, by their execution of the Management Participant Agreement, shall each be deemed to have designated the Representative as their representative. (b) The Company Stockholders, by the approval of the Merger and adoption of this Agreement, and the holders of Options or Warrants by executing amendments to such Options or Warrants, as applicable, pursuant to Section 1.11(f) hereof, shall each be deemed to have authorized the Representative (i) to make all decisions relating to the determination of the Net Asset Value and the Adjusted Base Purchase Price, (ii) to take all action necessary in connection with respect the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI or Article VIII hereof, (iii) after the Effective Time, to give and receive all matters arising notices required to be given under the Agreement, and (iv) to take any and all additional action as is contemplated or permitted by this Agreement or the Indemnification Escrow Agreement, Agreement to be taken by virtue or on behalf of the approval Equity Holders. (c) The Buyer shall be able to rely conclusively on the instructions and decisions of this Agreement the Representative as to the determination of the Net Asset Value and the Acquisition (Adjusted Base Purchase Price, the settlement of any claims for indemnification by the Buyer and/or the Surviving Corporation pursuant to Article VI or Article VIII hereof or any other actions required or contemplated or permitted to be taken by the Representative hereunder, and no act party shall have any cause of such Company Securityholder), and action against the consummation Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including Representative. (d) The Representative will have the right to receive act as the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion representative of the RepresentativeEquity Holders, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement Equity Holders and in the Representative Engagement Agreement, to take any and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions required or permitted to be taken by the Representative under this Agreement, with respect to any claims (including payment thereof) made pursuant to Section 6.1 and with respect to any actions to be taken by the Representative pursuant to the terms of the Escrow Agreement. All decisions and actions by the Representative, including without limitation any agreement between the Representative and the Buyer relating to the determination of the Net Asset Value and the Adjusted Base Purchase Price or the Representative Engagement Agreement defense or settlement of any claims for which the Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI or Article VIII hereof, shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholderall of the Equity Holders, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm no Equity Holder shall have the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreementobject, the Escrow Agreementdissent, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law protest or otherwise against contest the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreementsame. (e) The Representative may resign at (or any time of the directors, officers, agents, employees or Affiliates thereof) shall incur no liability to the Equity Holders with respect to any action taken or suffered by giving thirty (30) days’ notice the Representative in reliance upon any notice, direction, instruction, consent, statement, or other document believed by the Representative to Buyer be genuinely and duly authorized, nor for any other action or inaction with respect to distributions of the Indemnification Escrow Shares, any defense or settlement of any claims, and the Company Securityholders; In such eventmaking of payments with respect thereto, nor with respect to voting or failing to vote the successor Indemnification Escrow Shares, except to the extent resulting from the Representative's own willful misconduct or gross negligence. The Representative shall be selected may, in all questions arising under this Agreement, rely on the advice of counsel, and for anything done, omitted, or suffered in good faith by the Company Securityholders holding at least a majority of Company Ordinary Shares (Representative in reliance on an as converted basis) as of immediately prior such advice, shall not be liable to the Closing. If Equity Holders. (f) In the event that the Representative is dies or becomes unable to perform his, her or its obligations under this Agreement orresponsibilities as the Representative or resigns from such position, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing Trinity Ventures shall appoint a successor new Representative. Notwithstanding anything herein to the contrary, and if (i) the Representative resigns or otherwise is unable within 30 days of such death, inability to perform his, her or its obligations as suchresponsibilities or resignation of the Representative, and (ii) no successor Representative is appointed pursuant Trinity Ventures fails to the foregoing within twenty (20) days, then, without any further action of or consent by any Personappoint a new Representative, the Advisory Group, Equity Holders receiving an aggregate of greater than 50% of the Adjusted Merger Consideration shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After The Buyer and the Closing, Buyer Surviving Corporation shall afford be entitled to rely conclusively on a certificate from the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice respect to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified any action taken by the Representative, in each case, to and no party shall have any cause of action against the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or for any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed action taken by the Representative (on behalf of Buyer in reliance upon such a certificate from the Company Securityholders)Representative. (h) The Representative Expense Fund will Company Stockholders, by the approval of the Merger and adoption of this Agreement, and the holders of Options or Warrants by executing amendments to such Options or Warrants, as applicable, pursuant to Section (a) hereof, shall each be used for deemed to (i) agree and authorize the purposes Escrow Agent to withhold from the Indemnification Escrow Shares, if any, otherwise payable to the Equity Holders under the terms of paying directlythe Indemnification Escrow Agreement a number of shares having a value (using a price of $12.50 per share) equal to the reasonable costs and expenses (including reasonable professional fees) incurred by, or reimbursing reasonably anticipated by the Representative for any third party expenses to be incurred pursuant to this Agreement and by, the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the representation of the Equity Holders in any proceeding arising out of this Agreement (including all matters concerning claims for indemnification under Article VI or Article VIII of this Agreement) or the transactions or agreements related hereto (the "Representative Expense AmountFees"); (ii) agree and authorize the Representative to withhold Buyer Common Shares (valued at $12.50 per share) evidencing the Representative Fees from any shares otherwise issuable to the Equity Holders pursuant to Section 1.12 hereof (to the extent such fees are not withheld from the Escrow Shares); and (iii) agree to reimburse the Representative for the Representative Fees. (i) The provisions of this Section 1.14 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. Remedies available at law for any breach of the provisions of this Section 1.14 are inadequate; therefore, the Buyer and the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Surviving Corporation brings an action to enforce the provisions of this Section 1.14. The provisions of this Section 1.14 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Equity Holder, and has no tax reporting any references in this Agreement to a Equity Holder or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund Equity Holders shall mean and irrevocably transfer and assign include the successors to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate fundsEquity Holder's rights hereunder, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available whether pursuant to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilitiestestamentary disposition, the Representative will deliver any remaining laws of the Representative Expense Fund to the Paying Agent for further descent and distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closingor otherwise.

Representative. By executing this Agreement, each of the TRA Parties shall be deemed to have irrevocably appointed the Representative as its agent and attorney in fact with full power of substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this Agreement, including: (ai) In order execution of the documents and certificates required pursuant to efficiently administer this Agreement; (ii) except to the obligations specified extent provided in this Agreement Agreement, receipt and efficiently represent the interests forwarding of notices and communications pursuant to this Agreement; (iii) administration of the Company Securityholders with respect provisions of this Agreement; (iv) any and all consents, waivers, amendments or modifications deemed by the Representative to all matters arising be necessary or appropriate under this Agreement or the Escrow Agreement, by virtue of the approval of this Agreement and the Acquisition execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) taking actions the Representative is authorized to take pursuant to the other provisions of this Agreement; (vi) negotiating and no act compromising, on behalf of such Company Securityholder)TRA Parties, any dispute that may arise under, and the consummation exercising or refraining from exercising any remedies available under, this Agreement and executing, on behalf of the Acquisition such TRA Parties, any settlement agreement, release or participating in the Acquisition other document with respect to such dispute or remedy; and receiving the benefits thereof(vii) engaging attorneys, including the right to receive the consideration payable in connection with the Acquisitionaccountants, each Company Securityholder appoints the Representative as its exclusive agent for agents or consultants on behalf of such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes TRA Parties in connection with this Agreement and paying any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof fees related thereto on behalf of such Company Securityholder and its successorsTRA Parties, subject to reimbursement by such TRA Parties. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) upon 30 days’ written notice to Buyer and PubCo, provided that the Company Securityholders; In Representative has found a replacement to become the Representative, which is acceptable to PubCo in its reasonable discretion. If PubCo determines in its reasonable discretion that such eventreplacement is not acceptable, PubCo shall identify a replacement to become the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior Representative, which is acceptable to the Closingresigning Representative in its reasonable discretion. If the resigning Representative is unable to perform his, her or determines in its obligations under this Agreement or, in reasonable discretion that the case of a Representative that replacement identified by PubCo is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Personacceptable, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the resigning Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting PubCo shall cooperate in good faith other than as to identify a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available replacement acceptable to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closingeach such party.

Representative. (a) In order to efficiently administer Effective upon and by virtue of the obligations specified in Required Stockholder Approval and his, her or its acceptance of the consideration payable under the terms and conditions of this Agreement, and without any further act of any of the Company Securityholders, each Company Securityholder hereby appoints the Representative as his, her or its attorney-in-fact and agent for and on behalf of such Company Securityholder for purposes of this Agreement and efficiently represent any other agreements and documents executed or delivered in connection with this Agreement. The Representative shall take such actions to be taken by the interests Representative under this Agreement and any other agreements and documents executed or delivered in connection with this Agreement and such other actions on behalf of such Company Securityholder as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including, without limitation, (i) accepting service of process on the Company Securityholders, (ii) executing and delivering this Agreement, and any other ancillary documents and negotiating and executing such amendments, modifications, waivers or changes thereto as to which the Representative, in its sole discretion, shall have consented (provided that any waiver or amendment that shall adversely and disproportionately affect the rights or obligations of any Company Securityholder as compared to other Company Securityholders shall require the prior written consent of such Company Securityholder), (iii) receiving or providing notices on behalf of the Company Securityholders with respect to all matters any matter or Actions arising under out of or relating to this Agreement Agreement, or the Escrow Agreementtransactions contemplated hereby, by virtue of the approval of this Agreement (iv) taking all actions and the Acquisition (and no act making all filings on behalf of such Company Securityholder), and Securityholders with any Governmental Authority or other Person necessary to effect the consummation of the Acquisition or participating in the Acquisition transactions contemplated by this Agreement, (v) agreeing to, negotiating, entering into settlements and receiving the benefits thereofcompromises of, including the right to receive the consideration payable complying with orders of courts with respect to, and otherwise administering and handling any claims under this Agreement on behalf of such Company Securityholders, (vi) interpreting all terms of this Agreement; (vii) instituting, prosecuting and/or defending lawsuits; (viii) in connection with any of the Acquisitionforegoing actions, each Company Securityholder appoints engaging and hiring accountants, auditors, appraisers, legal counsel and other legal and financial experts as may be necessary and appropriate properly to discharge the Representative’s duties and obligations hereunder and (ix) taking all other actions that are either necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing or contemplated by the terms of this Agreement. The Representative hereby accepts such appointment. The appointment of the Representative as its exclusive agent for such Company Securityholder and as such each Company Securityholder’s true and lawful attorney-in-fact effective upon revokes any power of attorney heretofore granted that authorized any other Person to represent such Company Securityholder with regard to this Agreement and any other agreements or documents executed or delivered in connection with this Agreement. The Representative is the Closingsole and exclusive representative of each of the Company Securityholders for any purpose provided for by this Agreement. Representative shall be bound by the same confidentiality restrictions binding Company pursuant to Section 5.7 provided, however, that the Representative shall use commercially reasonable efforts based on contact information available to the Representative to keep the Company Securityholders reasonably informed with full power and respect to actions of Representative pursuant to the authority in granted Representative under this Agreement which actions have a material impact on the amounts payable to the Company Securityholders. Each Company Securityholder shall promptly provide written notice to the Representative of any change of address of such Company Securityholder’s name . (b) A decision, act, consent or instruction of the Representative hereunder shall constitute a decision, act, consent or instruction of all Company Securityholders and shall be final, binding and conclusive upon each such Company Securityholder, and Parent and the Surviving Company may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each and every such Company Securityholder. Parent, the Surviving Company shall be relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative. (c) Certain Company Securityholders have entered into a letter agreement with the Representative to provide direction to the Representative in connection with the performance of its services under this Agreement (such Company Securityholders, included their individual representatives, hereinafter referred to as the “Advisory Group”). Neither the Representative and its members, managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group (collectively, the “Representative Group”) shall incur liability with respect to any action taken or suffered by any Company Securityholder in reliance upon any notice, direction, instruction, consent, statement or other document believed by such Representative to be genuine and to have been signed by such Company Securityholder (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except the gross negligence, bad faith or willful misconduct of the Representative Group. In all questions arising under this Agreement, the Representative may rely on the advice of outside counsel, and the Representative shall not be liable to any Company Securityholder for anything done, omitted or suffered in good faith by Representative based on such advice. No provision of this Agreement shall require the Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement on behalf of any Company Securityholders. (d) Each Company Securityholder shall severally, but not jointly (based on such Company Securityholder’s behalf for all purposes Distribution Allocation), indemnify the Representative Group and hold the Representative Group harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Representative Group and arising out of or in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion acceptance or administration of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all actsduties hereunder, including executing the reasonable fees and delivering expenses of any agreements, certificates, receipts, instructions, notices legal counsel or instruments contemplated other advisors reasonably retained by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement AgreementRepresentative. Notwithstanding the foregoing, the Representative’s standard hourly rates and all out-of-pocket fees and expenses incurred by the Representative in performing its duties shall have no obligation be borne by the Company Securityholders paid in accordance with their respective Distribution Allocations of such fees and expenses out of any Earnout Payment otherwise distributable to act on behalf of the Company Securityholders, except as expressly provided hereinand, thereafter, directly from the Company Securityholders, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waivedaccordance with their respective Distribution Allocations. (be) At any time Stockholders representing at least a majority of the equity securities of the Company outstanding immediately prior to the Effective Time may, by written consent, appoint another Person as Representative. Notice together with a copy of the written consent appointing such Person and bearing the signatures of such Stockholders must be delivered to Parent not less than ten (10) days prior to such appointment. Such appointment shall be effective upon the later of the date indicated in the consent or the date ten (10) days after such consent is received by Parent. (f) In the event that the Representative becomes unable or unwilling to continue in his or its capacity as the Representative, or if the Representative resigns as a Representative, Stockholders representing at least a majority of the equity securities of the Company outstanding immediately prior to the Effective Time may, by written consent, appoint a new representative as the Representative. Notice and a copy of the written consent appointing such new representative and bearing the signatures of such Stockholders must be delivered to Parent. Such appointment shall be effective upon the later of the date indicated in the consent or the date ten (10) days after such consent is received by Parent. (g) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery resignation or removal of an assignment by Representative or any Company Securityholder member of the whole or Advisory Group and the Closing and/or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval termination of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment SpreadsheetDistribution Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. . The grant of authority provided for herein (dA) Certain Company Securityholders have entered into is coupled with an engagement agreement with interest and shall be irrevocable and survive the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholdersdeath, including their individual representativesincompetency, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action bankruptcy or omission by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act liquidation of any Company Securityholder, each (B) shall survive the delivery of an assignment by any Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) from and against whole or any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses fraction of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under interest in any post-Closing consideration and (C) shall survive the consummation of the Mergers. The provisions of this Section 8.1 shall be binding upon the executors, heirs, legal representatives, successors and assigns of each Company Securityholder, and any references in this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent to any Company Securityholder or ceases to exist, then the Company Securityholders holding at least a majority of shall mean and include the successors to such Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrarySecurityholder’s rights hereunder, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed whether pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Persontestamentary disposition, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities laws of descent and rights to indemnification shall survive the resignation distribution 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 Agreementotherwise. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) In order to efficiently administer the obligations specified in this Agreement and efficiently represent transactions contemplated hereby, including (i) the interests determination of the Company Securityholders Closing Cash Payment, (ii) the waiver of any condition to the obligations of the Seller to consummate the transactions contemplated hereby and (iii) the defense and/or settlement of any claims for which the Seller or the Guarantors may be required to indemnify the Buyer Indemnified Parties pursuant to this Agreement, the Seller and the Guarantors and, for any actions taken prior to the Closing Date, the Companies, hereby designate the Representative as its representative, attorney-in-fact and agent and shall execute such documentation and perform such acts as may be necessary to give effect to such designation pursuant to the Laws of any jurisdiction having application to the transactions contemplated by this Agreement. (b) The Seller and the Guarantors, and with respect to any actions taken prior to the Closing Date, the Companies, hereby authorize the Representative (i) to make all matters arising under this Agreement decisions relating to the determination of the Closing Cash Payment and Closing Consideration pursuant to Section 1.5, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Companies, the Seller and the Guarantors to consummate the transactions contemplated hereby, or the Escrow defense and/or settlement of any claims for which the Seller or the Guarantors may be required to indemnify the Buyer Indemnified Parties pursuant to this Agreement, (iii) to give and receive all notices required to be given under the Agreement, and (iv) to take any and all additional action as is contemplated to be taken by virtue or on behalf of the approval Seller or the Guarantor by the terms of this Agreement. (c) In the event that the Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Seller and the Guarantors shall select another representative to fill the vacancy of the Representative, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the Acquisition documents delivered pursuant hereto. (and no act of such Company Securityholder)d) A decision, and the consummation of the Acquisition act, consent, instruction or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion action of the Representative, (B) represent such Company Securityholder including any agreement between the Representative and such Company Securityholder’s successors with respect the Buyers relating to all matters arising under the determination of the Closing Cash Consideration or the Closing Consideration or the defense or settlement of any claims for which the Seller or the Guarantors may be required to indemnify the Buyer Indemnified Parties pursuant to this Agreement Agreement, shall constitute a decision, act, consent, instruction or action of the Seller and the Guarantors and shall be binding and conclusive upon the Seller and the Guarantors and the Escrow AgreementAgent may rely upon any such decision, act, consent, instruction or action as being the decision, act, consent or instructions of each and every such Seller. The Buyers and the Escrow Agent are hereby relieved from any liability to the Seller or any Guarantor for any acts done by them in accordance with such decision, act, consent, instruction or action of the Representative. (Ce) receive all notices and service By his, her or its execution of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or Seller and each Guarantor agrees that: (i) the Representative Engagement Agreement. Notwithstanding Buyers shall be able to rely conclusively on the foregoing, the Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement instructions and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations decisions of the Representative in any ancillary agreement, schedule, exhibit as to the determination of the Closing Consideration Statement and the Closing Cash Consideration or the Disclosure Schedule. The Closing Consideration, the settlement of any claims for indemnification by the Buyer Indemnified Parties pursuant to this Agreement or any other actions required or permitted to be taken by the Representative agrees to act as hereunder, and no party shall have any cause of action against the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, Buyer Indemnified Parties for any action taken by virtue the Buyer Indemnified Parties in reliance upon the instructions or decisions of the approval Representative; (ii) none of this Agreement and the Acquisition (and no act Seller or any Guarantor shall have any cause of such Company Securityholder)action against the Representative for any action taken, that all actions taken decision made or instruction given by the Representative under this Agreement, except for fraud or willful breach of this Agreement by the Escrow Representative; (iii) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that the Seller or any Guarantor may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at Law for any breach of the provisions of this Section 1.8 are inadequate; therefore, or the Representative Engagement Agreement Buyers shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if the Buyers bring an action to enforce the provisions of this Section 1.8; and (v) the provisions of this Section 1.8 shall be binding upon such Company Securityholder the executors, heirs, legal representatives, personal representatives, successors and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action permitted assigns of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney Seller and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this AgreementGuarantor, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything references in this Agreement to the contrary, Seller or any restrictions or limitations on liability or indemnification obligations of, or provisions limiting Guarantor shall mean and include the recourse against non-parties, otherwise applicable successors to the Company Securityholders set forth elsewhere in this Agreement are not intended Seller’s or such Guarantor’s rights hereunder, whether pursuant to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closingtestamentary disposition, the resignation Laws of descent and distribution or removal of the Representative or the termination of this Agreementotherwise. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) In order to efficiently administer the obligations specified in this Agreement and efficiently represent the interests of the Company Securityholders with respect to all matters arising under this Agreement or the Escrow AgreementThe Representative shall, by virtue of the approval of this Agreement Merger and the Acquisition (and no act of such Company Securityholder)resolutions adopted by the Preferred Stockholders, and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful be irrevocably appointed attorney-in-fact effective upon and authorized and empowered to act, for and on behalf of any or all of the Closing, Preferred Stockholders (with full power and authority of substitution in the premises) in connection with: (a) the determination of the amount of Merger Consideration pursuant to Section 1.5, including to take all such actions as are authorized in such Company Securityholder’s name Section, and to act with respect to such other matters as are reasonably necessary for the consummation of the transactions contemplated thereby; and (b) the indemnity provisions of Article VI as they relate to the Preferred Stockholders generally, the Escrow Agreement, the notice provisions of this Agreement and such other matters as are reasonably necessary for the consummation of the transactions contemplated hereby, including to act as the representative of the Preferred Stockholders to review and authorize all setoffs, claims and other payments authorized or directed by the Escrow Agreement and dispute or question the accuracy thereof, to compromise on their behalf with Brooktrout and the Surviving Corporation any claims asserted thereunder and to authorize payments to be made with respect thereto, and to take such Company Securityholder’s behalf for all purposes further actions as are authorized in this Agreement. The Representative shall not be liable to any Preferred Stockholder, Brooktrout, the Surviving Corporation or any other person with respect to any action taken or omitted to be taken by the Representative under or in connection with this Agreement and any agreements ancillary hereto including to (A) act according to unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the terms of this Agreement and the Escrow Agreement in the absolute discretion part of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or . The Preferred Stockholders shall severally indemnify the Representative Engagement Agreement. Notwithstanding the foregoing, and hold the Representative shall have no obligation to act harmless against any loss, liability or expense incurred without fraud, gross negligence, willful misconduct or bad faith on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations part of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 Losses”) arising out of or in connection with the acceptance or administration of the duties of the Representative hereunder, including the reasonable fees and expenses of any legal counsel retained by the Representative’s execution . Each of Brooktrout, Canal and performance the Surviving Corporation, and each of their respective Affiliates, shall be entitled to rely on such appointment and to treat the Representative as the duly appointed attorney-in-fact of each Preferred Stockholder. Each Preferred Stockholder who votes in favor of the Merger pursuant to the terms hereof, by such vote, without any further action, and each Preferred Stockholder who receives any portion of the Merger Consideration in connection with the Merger, by acceptance thereof and without any further action, confirms such appointment and authority and acknowledges any agrees that such appointment is irrevocable and coupled with an interest, it being understood that the willingness of Brooktrout and Canal to enter into this Agreement and any agreements ancillary heretois based, in each case as such Representative Loss is suffered or incurred; providedpart, that in on the event that any such Representative Loss is finally adjudicated appointment of a representative to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds act on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be required to take any action unless the Representative has been Preferred Stockholders as 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this AgreementSection 1.14. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) In order Each Shareholder and Principal Equity Holder hereby irrevocably constitutes and appoints T▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as the Representative, for the purpose of performing and consummating the transactions contemplated by this Agreement. The appointment of T▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as the Representative is coupled with an interest and all authority hereby conferred shall be irrevocable and the Representative is hereby authorized and directed to efficiently administer perform and consummate on behalf of the obligations specified in Shareholders and Principal Equity Holders all of the transactions contemplated by this Agreement. (b) Not by way of limiting the authority of the Representative, each and all of Shareholders and Principal Equity Holders, for themselves and their respective heirs, executors, administrators, successors and assigns, hereby authorize the Representative to: (i) waive any provision of this Agreement which the Representative deems necessary or desirable; (ii) execute and deliver on the Shareholders’ and the Principal Equity Holders’ behalf all documents and instruments which may be executed and delivered pursuant to this Agreement, including without limitation the Shares and any transfer documentation with respect thereto; (iii) (c) calculate, negotiate and agree to any adjustments to the Total Consideration; (iv) make and receive notices and other communications pursuant to this Agreement and efficiently represent the interests service of process in any legal action or other proceeding arising out of or related to this Agreement or any of the Company Securityholders transactions contemplated hereunder; (v) contest, negotiate, defend, compromise or settle any Action arising out of or related to this Agreement or any of the transactions contemplated hereunder through counsel selected by the Representative and solely at the cost, risk and expense of the Principal Equity Holders; (vi) satisfy any indemnification amounts owed pursuant to the terms herein; (vii) agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to all matters such indemnification obligations or Actions; (viii) resolve any Actions arising under this Agreement from the Shareholders’ or the Escrow Agreement, by virtue of the approval of this Agreement and the Acquisition Principal Equity Holders’ indemnification obligations hereunder; (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable ix) take any actions in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and resolution of any agreements ancillary dispute relating hereto including to (A) act according or to the terms of this Agreement transactions contemplated hereby by arbitration, settlement or otherwise; (x) receive and the Escrow Agreement in the absolute discretion distribute all or any portion of the RepresentativeTotal Consideration or any other payment owing to the Shareholders or Principal Equity Holders hereunder in accordance with the terms herein or therein; (xi) appoint or provide for successor agents; (xii) select, retain, hire and consult with legal counsel, independent public accountants and other experts, solely at the cost and expense of the Principal Equity Holders; (Bxiii) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices pay expenses incurred or instruments contemplated which may be incurred by or deemed advisable on behalf of the Shareholders or Principal Equity Holders in connection with this Agreement, the Escrow Agreement ; and (xiv) take or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf forego any or all actions permitted or required of the Company Securityholders, except as expressly provided herein, any Shareholder or Principal Equity Holders or necessary in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations judgment of the Representative in any ancillary agreement, schedule, exhibit or for the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue accomplishment of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, foregoing and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreementother terms, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power conditions and limitations of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative Each Shareholder and Principal Equity Holder agrees to be bound by all obligations of that the Representative shall have no liability to the Shareholders or Principal Equity Holders for any act or omission by the Representative as permitted under this Agreement or the Escrow Agreement to which Section, excepting only actions taken in bad faith, and each Shareholder and Principal Equity Holder hereby irrevocably waives and releases any claims it is a party and shall take any and all actions which may have against the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into for his acts and omissions hereunder other than any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified taken in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other partybad faith. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement EACH SHAREHOLDER AND PRINCIPAL EQUITY HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT HE OR SHE IS: (such Company SecurityholdersA) AUTHORIZING THE REPRESENTATIVE TO ACT FOR THE SHAREHOLDERS AND PRINCIPAL EQUITY HOLDERS, including their individual representativesCOLLECTIVELY AND INDIVIDUALLY, collectively hereinafter referred to as the “Advisory Group”)WITH BROAD POWERS; AND (B) AGREEING THAT THE REPRESENTATIVE WILL NOT BE LIABLE TO THE SHAREHOLDERS AND PRINCIPAL EQUITY HOLDERS, COLLECTIVELY OR INDIVIDUALLY, UNLESS THE REPRESENTATIVE ACTS IN BAD FAITH. Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this AgreementEACH SHAREHOLDER AND PRINCIPAL EQUITY HOLDER FURTHER ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED TO SEEK INDEPENDENT AND SEPARATE COUNSEL PRIOR TO SIGNING THIS AGREEMENT AND HAS HAD THE OPPORTUNITY TO DO SO. (e) The In the event of the failure or refusal of T▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to act as the Representative may resign at (or upon the death or incapacity (mental or physical) for more than 14 days of T▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such eventsuccessor), the successor Representative remaining Principal Equity Holders (including the estate or the heirs of T▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇) shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority promptly appoint one of the Company Ordinary Shares (on an remaining Principal Equity Holders as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative their agent for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow AgreementSection 11.16. (f) Buyer will The Parties hereby acknowledges certain funds have no liability to been deposited into the Company Securityholders Reserve Account for the satisfaction of any and all Damages incurred by any Parent Indemnified Party in connection with, with respect to, or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and fromrelated to, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g401(k) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory GroupEmployer Contribution Error. The Representative shall not distribute or otherwise liquidate any of the Reserve Fund until the 401(k) Employee Contribution Error is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amountfully remedied, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive shall pay any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign all Damages with respect to the Representative 401(k) Employer Contribution Error from the Reserve Fund promptly upon the written request of any ownership right that they may otherwise have had in any Parent Indemnified Party therefor, which request shall contain a reasonably detailed accounting of such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of ClosingDamages.

Representative. (a) In order to efficiently administer the obligations specified in this Agreement and efficiently represent the interests of the Company Securityholders with respect to all matters arising under this Agreement or the Escrow AgreementThe Stockholder irrevocably appoints Fidelity National Financial, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees Inc. to act as the designated representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement Stockholder with full authority to make all decisions and the Acquisition (determinations and no act of such Company Securityholder), that to take all actions taken by the Representative required or permitted under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted relating to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Merger Agreement and the Escrow Agreement on behalf of the Stockholder (but not with respect to all matters arising hereunder or thereunderthis Agreement, taking other than Sections 3.5(b) and 4.1(b) hereof) (such Person, in such capacity, the “Representative”), including (i) approving any and all other actions of the Representative specified in documents required to be delivered by the Stockholder on or contemplated by this Agreement after the Closing Date, (ii) approving or contesting the Closing Statement or the Initial Common Stock Cash Consideration adjustments, as set forth in Article II of the Merger Agreement, and any other matter provided for in Article II of the Merger Agreement, (iii) administering any matter on behalf of the Stockholder pursuant to the Escrow Agreement, agreeing to the settlement of any matter thereunder and otherwise handling and negotiating any matter relating thereto, (iv) agreeing to any waiver, consent or amendment under the Merger Agreement, (v) distributing to the Stockholder any portion of any consideration payable to the Stockholder under the Merger Agreement after the Closing Date, (vi) sending, receiving and engaging counsel reviewing notices under the Merger Agreement on behalf of the Stockholder, (vii) handling any of the matters referred to in Sections 3.5(b) and accountants 4.1(b) hereof on behalf of a Stockholder and (viii) appointing a successor Representative in the event of the resignation or death of the then current Representative. The Stockholder acknowledges that this Section 6.7 is intended to have the broadest possible scope for the purpose of promoting the efficient negotiation and handling of matters which arise under or in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Merger Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind but not with respect to any action or omission this Agreement, other than Sections 3.5(b) and 4.1(b) hereof). All actions taken by the Representative in connection with, or relating to, the subject matter of the Merger Agreement or the Escrow Agreement (but not with the Representative’s services pursuant respect to this Agreement, other than Sections 3.5(b) and any agreements ancillary hereto while acted in good 4.1(b) hereof) that are within the authority conferred upon the Representative pursuant to this Section 6.7 shall be deemed authorized, approved, ratified and confirmed by the Stockholder, having the same force and effect as if performed pursuant to the direct authorization of the Stockholder. Subject to the terms of the Escrow Agreement, the Representative shall be entitled, absent gross negligence or bad faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 Losses”) arising out of or to indemnification in connection with the Representative’s execution performance by the Representative of its rights and performance of obligations pursuant to this Agreement and any agreements ancillary heretoSection 6.7 and/or under the Escrow Agreement, in each case as such Representative Loss is suffered or incurredwhich indemnification shall be satisfied solely by having recourse against the Escrow Funds; provided, that in the event that any such Representative Loss is finally adjudicated that, subject to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions Section 7 of the Escrow Agreement, any such indemnification of the Representative shall be subject and strictly subordinated to any rights of the Parent and the other Indemnified Parties against the Escrow Fund pursuant to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise Escrow Agreement, with no Escrow Funds to be distributable paid to the Company Securityholders, Representative until the Parent and (iii) directly from the Company Securityholders, as Indemnified Parties have no further rights thereto and such Representative Losses funds are suffered or incurred; provided that about to be returned to the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company SecurityholdersHolders; provided, further, that in to the event extent that any such Representative Loss is finally adjudicated the Escrow Funds are insufficient to have been directly caused by the gross negligence or willful misconduct of so indemnify the Representative, the Stockholder shall indemnify the Representative will reimburse the Company Securityholders the amount for its Pro Rata Portion of such indemnified Representative Loss received by shortfall. The Stockholder agrees that Parent shall be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative Stockholder and shall not be required to take liable in any manner whatsoever for any action unless taken or not taken in reliance upon the Representative has been provided with funds, security actions taken 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. Notwithstanding anything in this Agreement to the contrary, any restrictions not taken or limitations on liability communications or indemnification obligations of, writings given or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified executed by the Representative, in each case, . The Stockholder further agrees that Parent shall be entitled to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries disregard any notices or violate applicable Law communications given or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed made by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity Stockholder in connection with the Representative Expense AmountMerger Agreement (but not with respect to this Agreement, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence Sections 3.5(b) and 4.1(b) hereof) unless given or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of made through the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) In order The parties have agreed that it is desirable to efficiently administer the obligations specified in this Agreement and efficiently represent the interests of the Company Securityholders with respect to all matters arising under this Agreement or the Escrow Agreement, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation designate a representative to act on behalf of the Company SecurityholdersFully-Diluted Stockholders for certain limited purposes, except as expressly provided specified herein. The parties have designated ▇▇▇▇▇▇▇, in Dubilier & Rice, LLC as the Escrow Agreement and in the Representative Engagement Agreementinitial Representative, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement Stockholder Consent and the Acquisition (executed Letters of Transmittal will expressly ratify and no act of approve such Company Securityholder), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waiveddesignation. (b) The power of attorney and all authority conferred under this Section 2.5 Company hereby agrees that Parent and the powers, immunities Escrow Agent shall be able to rely conclusively on the instructions and rights to indemnification granted decisions of the Representative as to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act settlement of any Company Securityholderclaims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by operation of lawthe Representative hereunder, by such Company Securityholder’s death under the Purchase Price Adjustment Escrow Agreement or disability or any other event and (ii) shall survive under the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Indemnification Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) Upon written instruction to the Escrow Agent, all out-of-pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) reasonably incurred by the Representative in performing any actions under this Agreement (including in connection with the determination of the Conclusive Merger Consideration pursuant to Section 2.11, the Purchase Price Adjustment Escrow Agreement, the Indemnification Escrow Agreement and any Transfer Taxes paid by the Representative pursuant to Section 5.11(b)), will be paid out of the Representative Escrow Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover any of such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative agrees shall establish with the Escrow Agent such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be bound necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement, the Representative Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then (i) the Representative shall provide a written instruction to the Escrow Agent to deliver promptly from the Representative Escrow Account by wire transfer of immediately available funds to the Representative an amount in cash equal to the Common Stockholders’ aggregate Ownership Percentage (in respect of such Common Stockholders’ Common Stock) of the balance of the Representative Escrow Account and to the Surviving Corporation, an amount in cash equal to the remainder balance of the Representative Escrow Account, and (ii) upon receipt of any such amounts from the Escrow Agent, (A) the Representative shall promptly pay or cause to be paid to each Common Stockholder its applicable Ownership Percentage (in respect of such Common Stockholder’s Common Stock) of the balance of the Representative Escrow Account, and the Surviving Corporation shall promptly pay to each Optionholder its applicable Ownership Percentage (in respect of such Optionholder’s Options) of the balance of the Representative Escrow Account and to each RSU Holder its applicable Ownership Percentage (in respect of such RSU Holder’s RSUs) of the balance of the Representative Escrow Amount. (d) Each of the Company, Merger Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Merger Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment otherwise in respect of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with transactions contemplated hereby, except to the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of extent such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative Losses shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it proven to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf the direct result of the applicable Company Securityholder fraud or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission willful misconduct by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreementhereunder. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer All of the indemnities, immunities and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior powers granted to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in shall survive the case of a Effective Time. (f) The Representative that is not a natural Person, becomes bankrupt, insolvent or ceases hereby represents and warrants to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative resigns or otherwise is unable has all requisite power and authority to perform its obligations as such, execute and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Persondeliver this Agreement, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (fii) Buyer The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will have no liability to not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the Company Securityholders or otherwise arising out organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings Seller Disclosure Letter, no notice to, filing with, and notices to and fromor authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative to satisfy any obligations it might have under Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement. (g) After , the Closing, Buyer shall afford the Representative and Indemnification Escrow Agreement or its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records consummation of any of the Company (other than privileged documents), transactions contemplated hereby and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders)thereby. (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) In order to efficiently administer the obligations specified in this Agreement and efficiently represent transactions contemplated hereby, including (i) the interests determination of the Base Merger Consideration and Closing Merger Consideration, (ii) the waiver of any condition to the obligations of the Equity Holders to consummate the transactions contemplated hereby and (iii) the defense and/or settlement of any claims for which the Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, the Company Securityholders with respect to all matters arising under this Agreement or the Escrow AgreementStockholders, by virtue of the approval of the Merger and adoption of this Agreement and the Acquisition (and no act and/or their acceptance of such Company Securityholder)any Closing Merger Consideration pursuant to this Agreement, and the consummation Option Holders, by their acceptance of the Acquisition or participating in the Acquisition and receiving the benefits thereofany Option Consideration pursuant to this Agreement, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints hereby designate the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful their representative, attorney-in-fact effective upon and agent. (b) The Company Stockholders, by their approval of the Closing, with full power Merger and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms adoption of this Agreement and/or their acceptance of any Closing Merger Consideration pursuant to this Agreement, and the Escrow Agreement in Option Holders, by their acceptance of any Option Consideration pursuant to this Agreement, hereby authorize the absolute discretion of Representative to take any and all actions and to make any decisions required or permitted to be taken or made by the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising Representative under this Agreement and the Escrow Agreement, including the exercise of the power: (Ci) to make all decisions relating to the determination of the Base Merger Consideration and the Closing Merger Consideration, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and the Equity Holders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, (iii) to give and receive all notices and service of process; required to be given under the Agreement, and (Div) in general to do take any and all things and additional action as is contemplated to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated be taken by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions taken Equity Holders by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action terms of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The In the event that the Representative agrees becomes unable to be bound perform its responsibilities hereunder or resigns from such position, the Company Stockholders (acting by the vote of the Company Stockholders who immediately prior to the Effective Time held at least a majority of the outstanding Company Shares held by all obligations Company Stockholders (voting on an as-converted to Common Share basis)) shall select another representative to fill the vacancy of the Representative under this Agreement or initially chosen by the Escrow Agreement Company Stockholders, and such substituted representative shall thereafter be deemed to which it is a party and shall take any and all actions which be the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment for all purposes of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect Agreement, and the documents delivered pursuant hereto and thereto. (d) All decisions and actions by the Representative, including without limitation any agreement between the Representative and the Buyer relating to all matters arising hereunder or thereunder, taking any and all other actions the determination of the Representative specified in or contemplated by this Agreement Base Merger Consideration and Closing Merger Consideration or the Escrow Agreement defense or settlement of any claims for which the Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, shall be binding upon all of the Equity Holders, and engaging counsel and accountants in connection with no Equity Holder shall have the foregoing matters. right to object, dissent, protest or otherwise contest the same. (e) Without limiting the generality of the foregoing, the Representative is authorized and empowered to establish such reserves as the Representative may from time to time determine, in its sole discretion, to be necessary and desirable in connection with the expenses and other costs to be borne by virtue the Representative or the Equity Holders hereunder, including the Representative Fund, and to pay such reserves from the Representative Fund or direct the Buyer to make payment of such amounts from the Escrow Amount to be applied to such reserves in lieu of the approval of this Agreement and payment to the Acquisition Equity Holders; (and no act of such Company Securityholder), each Company Securityholder grants f) The Representative Fund shall be maintained by the Representative full power and authority to interpret all in a segregated account (the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors“Representative Account”). The Representative shall be entitled to: reimbursed for reasonable out-of-pocket expenses incurred in the performance of its duties (iincluding, without limitation, the reasonable fees and expenses of counsel) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement from the Representative Fund and, if such fund is insufficient to pay such expenses, from the first proceeds from the Escrow Amount otherwise available for distribution to the Equity Holders. Any portion of the Representative Fund remaining after (i) payment of all of the Representatives’ out-of-pocket expenses following the resolution of all indemnification claims under Article VI hereof and (ii) the determination by the Representative that such funds are no longer necessary in connection with indemnification claims that may be brought thereunder (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither portion of the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectivelyFund, the “Remaining Representative GroupFund”) shall incur any liability be delivered to the Company Securityholders Paying Agent for distribution to the Equity Holders (or the Company, for distribution to the Option Holders) in the amounts such Equity Holders would receive if the Remaining Representative Fund were instead a portion of the Escrow Amount to be distributed to such Equity Holders in accordance with the Escrow Agreement. The Representative shall hold, invest, reinvest and disburse the Representative Account in trust for all Equity Holders, and the Representative Account shall not be used for any other purpose (other than as contemplated under Section 1.12(h)) and shall not be available to the Buyer or to the Surviving Corporation to satisfy any claims hereunder; (g) By his, her or its approval of the Merger and adoption of this Agreement, and/or their acceptance of any kind with respect to any action or omission by the Representative in connection with the Representative’s services Closing Merger Consideration pursuant to this Agreement, each Company Stockholder and Option Holder agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Base Merger Consideration and Closing Merger Consideration, the settlement of any agreements ancillary hereto while acted claims for indemnification by the Buyer and/or the Surviving Corporation pursuant to Article VI hereof or any other actions required or permitted to be taken by the Representative hereunder, and no Equity Holder or any other party shall have any cause of action against the Buyer for any action taken by the Buyer in good faithreliance upon the instructions or decisions of the Representative; (ii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all of the Equity Holders, and no Equity Holder shall have any cause of action against the Representative for any action taken, decision made or instruction given by the Representative under this Agreement, except for liability directly resulting from the Representative’s fraud or willful misconduct or gross negligence. By virtue of the approval breach of this Agreement by the Representative; (iii) the provisions of this Section 1.12 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; (iv) remedies available at law for any breach of the provisions of this Section 1.12 are inadequate; therefore, the Buyer and the Acquisition Surviving Corporation shall be entitled to temporary and no other act permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Surviving Corporation brings an action to enforce the provisions of this Section 1.12; and (v) the provisions of this Section 1.12 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Equity Holder, and any Company Securityholderreferences in this Agreement to an Equity Holder shall mean and include the successors to the Equity Holder’s rights hereunder, each Company Securityholder whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (based h) In performing the functions specified in this Agreement, the Representative shall not be liable to any Equity Holder in the absence of fraud or willful breach on such Company Securityholder’s Pro Rata Share)the part of the Representative. Each Equity Holder shall severally, severally and not jointly, by each Company Securityholder will indemnify, defend indemnify and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) from and against any loss, liability or expense incurred without fraud or willful breach on the part of the Representative 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 Losses”) arising out of or in connection with the Representative’s execution and performance acceptance or administration of this Agreement and its duties hereunder, including any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket costs and expenses of Buyer and its Subsidiaries legal fees and other legal costs reasonably incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders)Representative. (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) In order to efficiently administer the transactions contemplated hereby, including (i) the determination of the Earn-out Consideration, the Preliminary Net Asset Value and the Adjusted Merger Consideration, (ii) the waiver of any condition to the obligations specified of the Company Participating Equity Holders to consummate the transactions contemplated hereby and (iii) the defense and/or settlement of any claims for which the Company Participating Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to this Agreement, the Company Participating Equity Holders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any Merger Consideration pursuant to this Agreement, hereby designate the Representative as their representative, attorney-in-fact and agent. (b) The Company Participating Equity Holders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any Merger Consideration pursuant to this Agreement, hereby authorize the Representative (i) to make all decisions relating to the determination of the Earn-out Consideration pursuant to Section 1.6, (ii) to make all decisions relating to the determination of the Preliminary Net Asset Value and the Adjusted Merger Consideration pursuant to Section 1.10, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Company Participating Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VII hereof, (iv) to give and receive all notices required to be given under the Agreement, (v) to use the Representative Expense Amount for purposes of paying fees and expenses of the Representative incurred in connection with the discharge of its duties under this Agreement and efficiently represent the interests (vi) to take any and all additional action as is contemplated to be taken by or on behalf of the Company Securityholders with respect to all matters arising Participating Equity Holders by the terms of this Agreement. If any amount of the Representative Expense Amount remains after the Representative has discharged its duties under this Agreement (the “Representative Expense Amount Surplus”), the Paying Agent shall pay to each Company Participating Equity Holder an amount equal to the product of (x) the number of Company Participating Equity Equivalents owned by the Company Participating Equity Holder immediately prior to the Effective Time and (y) the Per Share Representative Expense Amount Surplus. (c) In the event that the Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Escrow Agreement, Company Stockholders (acting by virtue the vote of the approval Company Stockholders who immediately prior to the Effective Time held at least a majority of the outstanding Company Shares held by all Company Stockholders (voting on an as-converted to Common Share basis)) shall select another representative to fill the vacancy of the Representative initially chosen by the Company Stockholders, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the Acquisition documents delivered pursuant hereto. Notwithstanding anything to the contrary set forth herein, Company Stockholders (and no act of such Company Securityholder), and the consummation acting by a vote of the Acquisition or participating in Company Stockholders who immediately prior to the Acquisition and receiving Effective Time held at least a majority of the benefits thereof, including outstanding Company Shares held by all Company Stockholders (voting on an as-converted to Common Share basis)) shall have the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints remove the Representative as its exclusive agent for (with or without cause) and shall select another representative to fill the vacancy of such Company Securityholder Representative, and as such Company Securityholder’s true and lawful attorney-in-fact effective upon substituted representative shall be deemed to be the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf Representative for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion documents delivered pursuant hereto. (d) A decision, act, consent, instruction or action of the Representative, (B) represent including without limitation any agreement between the Representative and the Buyer relating to the determination of the Preliminary Net Asset Value, the Adjusted Merger Consideration, the Earn-out Consideration, the defense or settlement of any claims for which the Company Participating Equity Holders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VII hereof or any adjustment to Schedule I in accordance with the provisions of Section 7.3(h), shall constitute a decision, act, consent, instruction or action of all Company Participating Equity Holders and shall be binding and conclusive upon each of such Company Securityholder Participating Equity Holders and such Company Securityholder’s successors with respect to all matters arising under this Agreement the Parties, the Surviving Corporation and the Escrow AgreementAgent may rely upon any such decision, act, consent, instruction or action as being the decision, act, consent or instructions of each and every such Company Participating Equity Holder. The Buyer, I-B, A-C, the Surviving Corporation and the Escrow Agent are hereby relieved from any liability to any Company Participating Equity Holder for any acts done by them in accordance with such decision, act, consent, instruction or action of the Representative. (Ce) receive all notices By his, her or its approval of the Merger and service adoption of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation and/or their acceptance of any Merger Consideration pursuant to act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement this Agreement, each Company Participating Equity Holder, agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and for purposes of clarity, there are no obligations decisions of the Representative in any ancillary agreement, schedule, exhibit or as to the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue determination of the approval of this Agreement Earn-out Consideration, the Preliminary Net Asset Value and the Acquisition Adjusted Merger Consideration, the settlement of any claims for indemnification by the Buyer and/or the Surviving Corporation pursuant to Article VII or any other actions required or permitted to be taken by the Representative hereunder (including any adjustment to Schedule I in accordance with the provisions of Section 7.3(h)), and no act party shall have any cause of such action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Representative; (ii) no Company Securityholder)Participating Equity Holder shall have any cause of action against the Representative for any action taken or not taken, that all actions taken decision made or not made or instruction given or not given by the Representative under this Agreement, the Escrow AgreementAgreement or any of the agreements related hereto, except for fraud or willful breach of this Agreement by the Representative, and the Company Participating Equity Holders shall jointly and severally indemnify the Representative Engagement Agreement shall be binding upon such Company Securityholder in respect of and such Company Securityholder’s successors as if expressly confirmed and ratified in writing hold it harmless for, any action taken, decision made or instruction given by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole agreements related hereto, except for fraud or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval willful breach of this Agreement and by the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement.Representative; (ciii) The Representative agrees to be bound by all obligations the provisions of the Representative under this Agreement or the Escrow Agreement to which it is a party Section 1.12 are independent and severable, are irrevocable and coupled with an interest and shall take be enforceable notwithstanding any and all actions which the Representative believes are necessary rights or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into remedies that any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants Participating Equity Holder may have in connection with the foregoing matters. Without limiting the generality transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement Section 1.12 are inadequate; therefore, the Buyer and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative Surviving Corporation shall be entitled to: to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Surviving Corporation brings an action to enforce the provisions of this Section 1.12; and (iv) rely the provisions of this Section 1.12 shall be binding upon the Payment Spreadsheetexecutors, (ii) rely upon any signature believed by it to be genuineheirs, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual legal representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its memberspersonal representatives, managers, directors, officers, contractors, agents successors and employees nor any member permitted assigns of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the each Company Securityholders of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this AgreementParticipating Equity Holder, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything references in this Agreement to a Company Participating Equity Holder or the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting Company Participating Equity Holders shall mean and include the recourse against non-parties, otherwise applicable successors to the Company Securityholders set forth elsewhere in this Agreement are not intended Participating Equity Holder’s rights hereunder, whether pursuant to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closingtestamentary disposition, the resignation laws of descent and distribution or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement.otherwise (f) Buyer will have no liability to the Company Securityholders or otherwise arising out For purposes of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and fromclarification, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative is a representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records agent of the Company (other than privileged documents)Participating Equity Holders only and does not represent, and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding an agent or in any similar capacity in connection with the Representative Expense Amountfor, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilitiesParty hereto, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closingincluding Spinco.

Representative. (a) In order to efficiently administer the obligations specified in this Agreement and efficiently represent the interests The Representative shall serve as representative of the Company Securityholders Shareholders (with respect to all matters arising under this Agreement or their interest in the Escrow Agreement, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, Amounts) with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for to take all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of actions under this Agreement and the Escrow Agreement in relating to claims for indemnification asserted by any Parent Indemnified Party hereunder. Such power and authority shall include, without limitation, the absolute discretion power and authority (1) to negotiate, settle, compromise and otherwise handle all claims for indemnification made by any Parent Indemnified Party pursuant to Article 8 hereof, (2) to direct the payment of claims from the Escrow Fund and/or the 280G Escrow Fund and to use the Shareholders’ Representative Amount to do so as determined by the Representative, and (B3) represent such Company Securityholder to do each and such Company Securityholder’s successors with respect every act and exercise any and all rights which the Representative is permitted or required to all matters arising do or exercise under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, Shareholders will be bound by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions taken by the Representative in connection with claims for indemnification asserted by Parent Indemnified Parties under this Agreement, the Escrow Agreementand Parent shall be entitled to rely on any notice or communication to or by, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholderdecision, and all defenses which may be available action, failure to any Company Securityholder to contestact within a designated period of time, negate agreement, consent, settlement, resolution or disaffirm the action of the Representative taken in good faith under this Agreementinstruction of, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing mattersRepresentative. Without limiting the generality of the foregoing, by virtue each decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the approval Representative will constitute a decision of this Agreement all of the Shareholders with respect to their interest in the Escrow Amounts, and the Acquisition (will be final, binding and no conclusive upon each Shareholder, and Parent may rely upon any such decision, action, failure to act within a designated period of such Company Securityholder)time, each Company Securityholder grants agreement, consent, settlement, resolution or instruction of the Representative full power as being that of each and authority to interpret all the terms and provisions of this Agreement every Shareholder. Parent and the Escrow Agreement and to consent Agent are hereby relieved from any liability to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon Shareholder for any signature believed acts done by it to be genuinein accordance with such decision, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf act, consent or instruction of the applicable Company Securityholder or other partyRepresentative. (db) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action Any expenses or omission liabilities incurred by the Representative in connection with the performance of its duties in such capacity under this Agreement or the Escrow Agreement shall be reimbursed to the Representative from the Shareholders’ Representative Amount. Without limiting in any way the provisions of this Section 8.9(b), at such time as the Shareholders’ Representative Amount has been exhausted in addition to any other rights or remedies, the Representative may, upon prior or contemporaneous written notice, offset any amounts determined by it to be owed to the Representative against any portion of the Escrow Amounts to be paid to the Shareholders on a pro rata basis. (c) In the event of a vacancy in the position of Representative (or resignation, refusal or incapability of the Representative to serve), holders of a majority in interest of the cash then in the Escrow Fund shall appoint a new Representative by written consent in accordance with the terms of this Agreement within 10 Business Days after such vacancy and immediately thereafter send to Parent notice and a copy of the written consent appointing such new Representative signed by such holders of a majority in interest of the cash then in the Escrow Fund; provided, however, that if the vacancy continues for more than 10 Business Days, Parent may appoint a successor Representative who will thereafter be the Representative hereunder and subject hereto unless and until such time as a replacement Representative is appointed by such holders of a majority in interest of the cash then in the Escrow Fund. If there is not a Representative at any time, any obligation to provide notice to the Representative will be deemed satisfied if such notice is delivered to each of the Shareholders, other than the Dissenting Shareholders, at their addresses last known to Parent, which will be the address set forth in the Spreadsheet unless Representative provides notice to Parent of a different address in the manner described in Section 9.3. Any successor Representative appointed by the holders of a majority interest of the cash then in the Escrow Fund (or by Parent as provided above) must have been a securityholder of the Company prior to the Effective Time or, in the case of a securityholder that is an entity, a partner, employee or affiliate of a securityholder of the Company prior to the Effective Time, or must be a professional stockholder representative firm. (d) The Representative shall have reasonable access to information about the Surviving Corporation and the reasonable assistance of the Company’s former officers and employees who are employed by Parent or its Affiliates for purposes of performing its duties and exercising its rights hereunder. The Representative shall treat confidentially and not use or disclose the terms of this Agreement or any nonpublic information from or about Parent, Surviving Corporation, or any Parent Indemnified Party to anyone (except to the Shareholders or the Representative’s services pursuant employees, attorneys, accountants, financial advisors or authorized representatives on a need to know basis, in each case who agree to treat such information confidentially). The Representative shall enter into a separate confidentiality agreement (in form and content reasonably acceptable to Parent) prior to being provided access to such information if requested by Parent. (e) The Representative shall distribute based on their respective Pro Rata Portions to the Shareholders, other than the Dissenting Shareholders, any portion of (i) the Escrow Fund and/or 280G Escrow Fund that becomes available for distribution in accordance with the terms of the Escrow Agreement and (ii) the Shareholders’ Representative Amount that is available for distribution upon the termination of the Escrow Agreement (the “Per Share Post-Closing Consideration”). (f) By its signature to this Agreement, subject to the occurrence of the Closing and the additional condition set forth in the last sentence of this Section 8.9(f), the initial Representative hereby accepts the appointment contained in this Agreement, as confirmed and extended by this Agreement, and agrees to act as the Representative and to discharge the duties and responsibilities of the Representative pursuant to the terms of this Agreement. Representative’s agreement to serve in such capacity shall not establish a fiduciary relationship between Representative and any agreements ancillary hereto while acted other party (including the Shareholders or the Parent Indemnified Parties). Representative shall not be personally liable to any party for any action taken in good faith, such capacity except for liability directly resulting from to the extent arising as a result of Representative’s willful misconduct or gross negligence. By virtue ; and Representative shall in no event be liable for special, indirect or consequential loss or damage of any kind whatsoever (including lost profits) even if Representative has been advised of such loss or damage and regardless of the approval form of action. Representative undertakes to perform only such duties as are expressly set forth herein. The duties and responsibilities of the Representative hereunder shall be determined solely by the express provisions of this Agreement and the Acquisition Agreement, and no other act further duties or responsibilities shall be implied. The Representative shall not have any liability under nor duty to inquire into the terms and provisions of any Company Securityholderagreement or instructions, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share)other than outlined in this Agreement. The Representative may rely, severally and shall not jointlybe liable for acting or refraining from acting, upon any written notice, instruction or request furnished to it hereunder and believed by each Company Securityholder will indemnify, defend it to be genuine and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused signed or presented by the gross negligence proper party or willful misconduct parties. The Representative shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Representative may perform its duties hereunder directly or through agents or attorneys and may consult with counsel and accountants to be selected and retained by it. The Representative shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel or accountants. None of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by provisions contained in this Agreement shall require the Representative to the extent attributable to such gross negligence use or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf in the performance of the Company Securityholders or otherwise. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in of 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative duties or the termination exercise of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders)powers hereunder. (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) In order to efficiently administer By the obligations specified in execution and delivery of this Agreement and efficiently represent the interests of the Company Securityholders with respect to all matters arising under this Agreement or the Escrow Agreement, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisitioncounterparts hereof, each Company Securityholder Shareholder hereby irrevocably constitutes and appoints ▇▇▇▇ ▇. ▇▇▇▇▇▇ as the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each such Shareholder with full powers of substitution (the “Representative”, and, if substituted, the Representative shall promptly notify Buyer of such substitution) to act in the name, place and stead of such Shareholder with respect to this Agreement, as the same may be from time to time amended, and with respect to the transfer of such Shareholder’s Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement Stock to Buyer pursuant hereto and the Acquisition (other transactions contemplated hereby, and no act of to do or refrain from doing all such Company Securityholder)acts and things, that and to execute all actions taken by such documents, as the Representative under shall deem necessary or appropriate in connection with this Agreement, the Escrow AgreementAncillary Documents or any of the transactions contemplated hereby or thereby. In the event of the death or other incapacity of the then current Representative, or resignation of the Representative, Shareholders which immediately prior to the Closing held a majority of the Company Stock, shall, by any writing executed by the appropriate number of Shareholders and the new Representative Engagement Agreement (counterparts and facsimiles of signatures acceptable) approve and appoint a new Representative by delivering a written notice to that effect, whereupon the person designated in such notice shall be binding upon the new Representative with respect to all actions taken and/or documents signed from and after actual receipt by Buyer of such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waivednotice. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: is hereby authorized (i) rely upon to receive any payment owing to the Payment SpreadsheetShareholders pursuant to Section 2.3, (ii) rely upon any signature believed by it to be genuineexecute the Escrow Agreement on behalf of the Shareholders, and (iii) reasonably assume that a signatory has proper authorization to sign take all actions on behalf of the applicable Company Securityholder Shareholders in connection with any actions taken or other party. to be taken under Section 2.3 and Article IX of this Agreement (d) Certain Company Securityholders have entered into an engagement agreement with including accepting service of process upon the Shareholders and accepting or compromising any claim for indemnification and any claim relating to the Proposed Purchase Price Calculation). The Representative to provide direction and the Shareholders hereby agree that any amounts disbursed out of the Escrow Account or the Settlement Agreement Indemnification Escrow Account to the Representative in connection with its services under pursuant to the terms of this Agreement and and/or the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received be distributed by the Representative to the extent attributable Shareholders in accordance with Schedule 1. All decisions and actions of the Representative permitted hereunder shall be final, binding and conclusive on the Shareholders and may be relied upon by Buyer and its Affiliates as the decisions and actions of all of the Shareholders. The Representative shall not be liable to such any of the Shareholders for any act done or omitted by him in good faith pursuant to this Agreement or any mistake of fact or Law unless caused by his own gross negligence or willful misconduct. Such Representative Losses may be recovered by , and the Significant Shareholders shall jointly and severally and the Non-Significant Shareholders shall severally but not jointly indemnify the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions Losses arising out of the Escrow Fund to the Company Shareholders or other post-closing payment at such time his serving as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconducthereunder. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders taking any action or otherwise. Furthermore, refraining from taking any action whatsoever the Representative shall not be required protected in relying upon any notice, paper or other document reasonably believed by him 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations ofgenuine, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended upon any evidence reasonably deemed by him to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this sectionsufficient. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer consult with counsel in connection with his duties and the Company Securityholders; In such event, the successor Representative shall be selected fully protected in any act taken, suffered or permitted by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, him in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced good faith in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal advice of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreementcounsel. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) In order to efficiently administer the transactions contemplated hereby, including (i) the determination of the Net Asset Value and Adjusted Base Purchase Price, (ii) the waiver of any condition to the obligations specified of the Company Stockholders to consummate the transactions contemplated hereby and (iii) the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, the Principal Stockholders, by their execution of this Agreement, and the Other Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any Buyer Common Shares pursuant to this Agreement, hereby designate the Representative as their representative, attorney-in-fact and agent. (b) The Principal Stockholders, by their execution of this Agreement, and the Other Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of any Buyer Common Shares pursuant to this Agreement, (A) hereby authorize the Representative (i) to make all decisions relating to the determination of the Net Asset Value, the Adjusted Base Purchase Price and any increase or decrease in the Merger Consideration pursuant to Section 1.10, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company and the Company Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, (iii) to give and receive all notices required to be given under the Agreement, and (iv) to take any and all additional action as is contemplated to be taken by or on behalf of the Company Stockholders by the terms of this Agreement and efficiently represent (B) approve the interests Escrow Agreement and all of the arrangements relating thereto, including the placement of the Escrow Shares and the Representative Shares in the escrow established pursuant to Section 1.11. (c) In the event that the Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Company Stockholders (acting by the vote of the Company Securityholders Stockholders who immediately prior to the Effective Time held at least a majority of the outstanding Company Shares held by all Company Stockholders (voting on an as-converted to Common Share basis)) shall select another representative to fill the vacancy of the Representative initially chosen by the Company Stockholders, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (d) A decision, act, consent or instruction of the Representative, including without limitation any agreement between the Representative and the Buyer relating to the determination of the Net Asset Value and the Adjusted Base Purchase Price or the defense or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof shall constitute a decision, act, consent or instruction of all Principal Stockholders and all Other Company Stockholders and shall be binding and conclusive upon each of such Persons and the Buyer, Surviving Corporation and Escrow Agent may rely upon any such decision, act, consent or instruction as being the decision, act, consent or instructions of each and every such Person. The Buyer, Surviving Corporation and Escrow Agent are hereby relieved from any liability to any Person for any acts done by them in accordance with respect such decision, act, consent or instruction of the Representative. (e) At any time prior to all matters arising the termination of the Escrow Agreement, the Representative may deliver to the Escrow Agent and the Buyer a notice, executed by the Representative (a "Reimbursement Notice"), which shall (i) state that the Representative and/or any of his or her agents or representatives has reasonably paid or incurred (or reasonably expects to pay or incur during the Escrow Period) fees and disbursements in connection with the performance of the Representative's obligations under this Agreement or the Escrow Agreement, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder)including, and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreementbut not limited to, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf fees and expenses of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and the Acquisition legal counsel (and no act of such Company Securityholdera "Reimbursement Item"), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it state the aggregate amount of such Reimbursement Item and the amount of the Representative Shares necessary to be genuinesatisfy the amount specified in the Reimbursement Item, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf specify in reasonable detail the nature and amount of the applicable Company Securityholder or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction each individual Reimbursement Item. The Escrow Agent shall, promptly upon receipt of such Reimbursement Notice, transfer to the Representative such amount as is equal to the lesser of (A) the number of Representative Shares claimed in connection with its services under this Agreement and the Reimbursement Notice or (B) the amount of any remaining Representative Shares. Within three business days following the termination of the Escrow Agreement (such Company SecurityholdersAgreement, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither extent there are Representative Shares remaining at that time that have not been distributed to the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectivelyfor reimbursement pursuant to this Section 1.12(e), the “Escrow Agent shall release the remaining Representative Group”) shall incur any liability Shares to the Exchange Agent for distribution to the Company Securityholders of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this AgreementStockholders, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal terms of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability To the extent the Representative is entitled to be reimbursed for a Reimbursement Item pursuant to Section 1.12(e) above and has not been reimbursed for such Reimbursement Item pursuant to Section 1.12(e) above, then immediately prior to the termination of the Escrow Agreement and prior to delivery of any Escrow Shares to the Company Securityholders or otherwise arising out of Stockholders pursuant to the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings withEscrow Agreement, and notices to and fromthe extent there are Escrow Shares remaining at that time that are not subject to Claimed Amounts, the Representative shall be entitled to satisfy any obligations it might have under this Agreement receive an amount of Escrow Shares equal to the Reimbursement Item that has not been reimbursed pursuant to Section 1.12(e) above, or if there are not enough Escrow Shares remaining at such time, then the Representative shall be entitled to such lesser amount of Escrow AgreementShares. (g) After By his, her or its execution of this Agreement, each Principal Stockholder, and by his or her or its approval of the ClosingMerger and adoption of this Agreement, and/or their acceptance of any Buyer shall afford the Representative and its accountantsCommon Shares pursuant to this Agreement, counsel and other representativeseach Other Company Stockholder, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to agrees that: (i) books the Buyer shall be able to rely conclusively on the instructions and records decisions of the Company (Representative as to the determination of the Net Asset Value and the Adjusted Base Purchase Price, the settlement of any claims for indemnification by the Buyer and/or the Surviving Corporation pursuant to Article VI hereof or any other than privileged documents)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) all no Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations Stockholder shall have any cause of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing action against the Representative for any third party action taken, decision made or instruction given by the Representative under this Agreement, except for fraud or willful breach of this Agreement by the Representative; (iii) notwithstanding the provisions set forth in Section 1.12(e) and (f), the Representative shall be entitled to indemnification from the Company Stockholders for all fees, expenses and liabilities incurred pursuant to in such capacity in connection with this Agreement and the Related AgreementsEscrow Agreement and each Company Stockholder agrees to indemnify the Representative for all such amounts incurred in excess of the Representative Shares or amounts received pursuant to Section 1.12(f); provided however, that the liability of each Company Stockholder shall not exceed 125% of such Company Stockholder's pro rata share (based upon the ratio that the aggregate Merger Consideration payable to such Company Stockholder bears to the aggregate Merger Consideration) of such amount. (iv) the provisions of this Section 1.12 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in remedies that any similar capacity Company Stockholder may have in connection with the Representative Expense Amounttransactions contemplated by this Agreement; (v) remedies available at law for any breach of the provisions of this Section 1.12 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 1.12; and (vi) the provisions of this Section 1.12 shall be binding upon the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Company Stockholder, and has no tax reporting any references in this Agreement to a Company Stockholder or income distribution obligations. The the Company Securityholders will not receive any interest or earnings on Stockholders shall mean and include the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution successors to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposesStockholder's rights hereunder, whether pursuant to testamentary disposition, the Representative Expense Fund will be treated as having been received laws of descent and voluntarily set aside by the Company Securityholders at the time of Closingdistribution or otherwise.

Representative. (a) In order to efficiently administer the obligations specified in this Agreement Effective upon and efficiently represent the interests of the Company Securityholders with respect to all matters arising under this Agreement or the Escrow Agreement, by virtue of the approval Holder Approval and/or delivery of this Agreement the Holder Letters of Transmittal, and the Acquisition (and no without any further act of such Company Securityholder), and the consummation any of the Acquisition or participating in the Acquisition and receiving the benefits thereofHolders, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative shall be hereby appointed as its exclusive agent for such Company Securityholder the representative of the Holders and as such Company Securityholder’s true and lawful the attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name agent for and on such Company Securityholder’s behalf of each Holder for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Representative, (B) represent will take such Company Securityholder and such Company Securityholder’s successors with respect actions to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions be taken by the Representative under this Agreement and such other actions on behalf of such Holders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including (i) executing and delivering this Agreement and any other ancillary documents and negotiating and executing such amendments, modifications, waivers or changes thereto as to which the Representative, in its sole discretion, shall have consented (provided that any waiver or amendment that shall adversely and disproportionately affect the rights or obligations of any Holder as compared to other Holders shall require the prior written consent of such Holder), (ii) taking all actions and making all filings on behalf of such Holders with any Governmental Body or other Person necessary to effect the consummation of the transactions contemplated by this Agreement, (iii) agreeing to, negotiating, entering into settlements and compromises of, complying with orders of courts with respect to, and otherwise administering and handling any claims under this Agreement on behalf of such Holders, (iv) satisfying from the Escrow Holdback Shares costs, expenses and/or liabilities incurred by Representative in its capacity as the Representative and otherwise in accordance with this Agreement, and (v) taking all other actions that are either necessary or appropriate in the judgment of Representative for the accomplishment of the foregoing or contemplated by the terms of this Agreement. Representative hereby accepts such appointment. Representative shall use commercially reasonable efforts based on contact information available to the Representative Engagement to keep the Holders reasonably informed with respect to actions of Representative pursuant to the authority granted Representative under this Agreement which actions have a material impact on the amounts payable to the Holders. Each Holder shall promptly provide written notice to the Representative of any change of address of such Holder. (b) A decision, act, consent or instruction of Representative hereunder shall constitute a decision, act, consent or instruction of all Holders and shall be final, binding and conclusive upon each such Holder, and Parent and the Surviving Company Securityholder may rely upon any such decision, act, consent or instruction of Representative as being the decision, act, consent or instruction of each and every such Holder. Parent and the Surviving Company Securityholder’s successors as if expressly confirmed and ratified shall be relieved from any liability to any Person for any acts done by them in writing accordance with such decision, act, consent or instruction of Representative. (c) Representative will incur no liability with respect to any action taken or suffered by any Holder in reliance upon any notice, direction, instruction, consent, statement or other document believed by such Company SecurityholderRepresentative to be genuine and to have been signed by such Holder (and shall have no responsibility to determine the authenticity thereof), and nor for any other action or inaction, except the gross negligence, bad faith or willful misconduct of Representative. In all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith questions arising under this Agreement, the Escrow Agreement or Representative may rely on the advice of outside counsel, and the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall will not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent liable to any amendment hereof Holder for anything done, omitted or thereof suffered in good faith by Representative based on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other partyadvice. (d) Certain Company Securityholders have entered into an engagement agreement with the The Holders shall severally (each based on its Proportionate Share) but not jointly indemnify Representative to provide direction to the and hold Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholdersharmless against any loss, including their individual representativesliability or expense incurred without gross negligence, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action bad faith or omission by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue on the part of the approval of this Agreement Representative and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 Losses”) arising out of or in connection with the acceptance or administration of Representative’s execution duties hereunder, including the reasonable fees and performance expenses of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders legal counsel or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused advisors reasonably retained by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at At any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding Holders representing at least seventy percent (70%) in interest of the Holders may, by written consent, appoint another Person as Representative. Notice together with a majority copy of Company Ordinary Shares the written consent appointing such Person and bearing the signatures of Holders of at least seventy percent (on an as converted basis70%) as in interest of immediately the Holders must be delivered to Parent not less than 10 days prior to such appointment. Such appointment will be effective upon the Closing. If later of the Representative is unable to perform his, her or its obligations under this Agreement or, date indicated in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice 10 days after such consent is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified received by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for Parent. For the purposes of paying directlythis Section 9.01, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or “seventy percent (ii70%) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors Holders” shall mean Holders representing in the event of bankruptcy. As soon as practicable following the completion aggregate at least 70% of the Representative’s responsibilities, percentage interests in the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of ClosingAggregate Merger Consideration.

Representative. (a) In order to efficiently administer the obligations specified By voting in this Agreement and efficiently represent the interests favor of the Company Securityholders with respect to all matters arising under adoption of this Agreement or the Escrow Agreement, by virtue of the approval of this Agreement and the Acquisition (and no act principal terms of such Company Securityholder)the Merger, and the consummation of the Acquisition Merger or participating in the Acquisition Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the AcquisitionMerger, each Company Securityholder appoints Member shall be deemed to have approved the designation of, and hereby designates, Shareholder Representative Services LLC as the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon of the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf Closing for all purposes in connection with this Agreement and any the agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waivedhereto. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and will incur no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement, Agreement and any agreements ancillary hereto while acted in good faithhereto, except for in the event of liability directly resulting from the Representative’s gross negligence or willful misconduct misconduct. The Representative shall not be liable for any action or gross negligenceomission pursuant to the advice of counsel. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder The Members will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders Members the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such If not paid directly to the Representative by the Members, any such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, Fund and (ii) second, from any distributions of the Escrow Fund other funds that become payable to the Company Shareholders or other post-closing payment Members under this Agreement at such time as such amounts would otherwise be distributable to the Company SecurityholdersMembers; provided, and (iii) directly that while this section allows the Representative to be paid from the Company Securityholdersaforementioned sources of funds, as this does not relieve the Members from their obligation to promptly pay such Representative Losses as they are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not nor does it prevent the Representative Group from seeking any remedies available to them it at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconductotherwise. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders Members or otherwise. 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, parties otherwise applicable to to, the Company Securityholders Members set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (ec) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After Upon the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company will wire US$150,000 (other than privileged documents), and (iithe “Expense Fund”) all Company personnel as reasonably identified by to the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund which will be used for the purposes of paying directly, or reimbursing the Representative for for, any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Groupagreements ancillary hereto. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders Members will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver shall cause (at the Members’ expense) the disbursement of any remaining balance of the Representative Expense Fund to the Paying Agent for further distribution Members based on such Members’ pro rata portions thereof, except in the case of payments to employees or former employees of the Company Securityholders in accordance with their respective Pro Rata Shares. for which employment tax withholding is required, which such amounts shall be delivered to GigCapital2 or the Surviving Company and the agreements ancillary heretopaid through GigCapital2’s or Surviving Company’s payroll processing service or system. For tax purposes, the Representative Expense Fund will shall be treated as having been received and voluntarily set aside by the Company Securityholders Members at the time of Closing. The parties agree that the Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund. [Signature Page Follows.]

Representative. (a) In order to efficiently administer the obligations specified in this Agreement and efficiently represent the interests of the Company Securityholders with respect to all matters arising under this Agreement or the Escrow Agreement, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees Holders irrevocably appoint Stone Point Capital LLC to act as the designated representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of such Holders with full authority to make all decisions and determinations and to take all actions required or permitted under or relating to this Agreement and the Acquisition (and no act Escrow Agreement on behalf of such Company SecurityholderHolders (the committee, in such capacity, the "Representative"), including (i) approving any of the documents required to be delivered by such Holders on or after the Closing Date, (ii) approving or contesting the Closing Statement, and/or the Initial Merger Consideration adjustments, as set forth in Article III of this Agreement, and any other matter provided for in Article III of this Agreement, (iii) administering any indemnification matter on behalf of the Holders, agreeing to the settlement of any indemnification matter and otherwise handling and negotiating indemnification matters, (iv) agreeing to any waiver, consent or amendment under or to this Agreement, provided that no such waiver, consent or amendment shall adversely affect the allocation of any consideration hereunder to any Holder who does not expressly consent thereto in writing, (v) distributing to the Holders any portion of any consideration hereunder payable to the Holders after the Closing Date, (vi) sending, receiving and reviewing notices under this Agreement on behalf of the Holders and (vii) appointing a successor Representative in the event of the resignation or death of the then current Representative. Each Holder acknowledges that this Section 11.12 is intended to have the broadest possible scope for the purpose of promoting the efficient negotiation and handling of all matters which arise under or in connection with this Agreement. All actions taken by the Representative under this Agreementin connection with, or relating to, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action subject matter of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which that are within the authority conferred upon the Representative believes are necessary or appropriate under pursuant to this AgreementSection 11.12 shall be deemed authorized, approved, ratified and confirmed by the Holders, having the same force and effect as if performed pursuant to the direct authorization of such Holders. Subject to the terms of the Escrow Agreement, or the Representative Engagement Agreement (including entering into shall be entitled, absent gross negligence or bad faith, to indemnification in connection with the performance by the Representative of its rights and obligations pursuant to this Section 11.12 and/or under the Escrow Agreement, which indemnification shall be satisfied solely by having recourse against the Escrow Funds; provided that, subject to Section 7 of the Escrow Agreement, any amendment such indemnification of same) for the Representative shall be subject and strictly subordinated to any rights of the Parent and the other Indemnified Parties against the Escrow Fund pursuant to the Escrow Agreement, with no Escrow Funds to be paid to the Representative until the Parent and the Indemnified Parties have no further rights thereto and such funds are about to be returned to the Holders. The Parent shall be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the Representative on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising Holders and shall not be liable in any manner whatsoever for any action taken or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and not taken in reliance upon the Company under this Agreement and actions taken or not taken or communications or writings given or executed by the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successorsRepresentative. The Representative Parent shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon to disregard any signature believed notices or communications given or made by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder any Holder unless given or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission by the Representative in connection with made through the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) In order to efficiently administer Effective upon and by virtue of the obligations specified in Shareholder Approval, and without any further act of any of the Shareholders, Representative shall be hereby appointed as the representative of the Shareholders and as the attorney-in-fact and agent for and on behalf of each Shareholder for purposes of this Agreement and efficiently represent the interests Escrow Agreements. Representative will take such actions under this Agreement and the Escrow Agreements and otherwise on behalf of such Shareholders as Representative may deem necessary or appropriate in its discretion in connection with or to consummate the transactions contemplated hereby or thereby, including (i) executing and delivering this Agreement, the Escrow Agreements and any other ancillary documents and negotiating and executing amendments, modifications, waivers or changes thereto (provided that any waiver or amendment that shall adversely and disproportionately affect the rights or obligations of any Shareholder as compared to other Shareholders shall require the prior written consent of such Shareholder), (ii) taking all actions and making all filings on behalf of such Shareholders with any Governmental Body or other Person necessary to effect the consummation of the Company Securityholders transactions contemplated by this Agreement, (iii) agreeing to, negotiating, entering into settlements and compromises of, complying with Orders with respect to, and otherwise administering and handling any claims under this Agreement or the Escrow Agreements on behalf of the Shareholders, (iv) using the Representative Expense Amount to satisfy costs, expenses and/or liabilities of Representative in connection with matters related to this Agreement and/or Escrow Agreements as Representative, and (v) taking all other actions that are either necessary or appropriate in the judgment of Representative for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreements. Representative hereby accepts such appointment. Representative shall use commercially reasonable efforts based on contact information available to Representative to keep the Shareholders reasonably informed with respect to actions of Representative pursuant to the authority granted Representative under this Agreement which actions have a material impact on the amounts payable to the Shareholders. Each Shareholder shall promptly provide written notice to Representative of any change of address of such Shareholder. (b) A decision, act, consent or instruction of Representative hereunder shall constitute a decision, act, consent or instruction of all matters Shareholders and shall be final, binding and conclusive upon each of such Shareholders, and Parent may rely upon any such decision, act, consent or instruction of Representative as being the decision, act, consent or instruction of each and every such Shareholder. Parent and the Escrow Agent shall be relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of Representative. (c) Representative will incur no liability with respect to any action taken or suffered by any party in reliance upon any notice, direction, instruction, consent, statement or other document believed by such Representative to be genuine and to have been signed by the proper Person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except the deliberate fraud of Representative. In all questions arising under this Agreement or the Escrow AgreementAgreements, by virtue Representative may rely on the advice of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder)outside counsel, and Representative will not be liable to any Shareholder for anything done, omitted or suffered in good faith by Representative based on such advice. (d) If and to the consummation of extent that the Acquisition Representative Expense Amount is not sufficient to pay, or participating in reimburse Representative for, the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable expenses incurred in connection with the Acquisitionperformance of duties hereunder by the Representatives, the Shareholders shall severally (each Company Securityholder appoints based on its proportionate share of any consideration paid or payable pursuant to this Agreement) but not jointly indemnify Representative and hold Representative harmless against any such excess costs or expense. The Shareholders shall severally (each based on its proportionate share of any consideration paid or payable pursuant to this Agreement) but not jointly indemnify Representative and hold Representative harmless against any and all loss, liability or expense incurred, other than as a result of deliberate fraud on the part of Representative, that arises from or relates to the acceptance or administration of Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel or other advisors reasonably retained by Representative. After release of all Post-Closing Indemnity Escrow Funds and completion of the Representatives duties hereunder, if and to the extent any portion of the Representative Expense Amount is unspent, Representative will take reasonable steps to distribute any such remaining portion as its exclusive agent for contemplated by Sections 1.06(a) and 1.06(b). (e) At any time Shareholders representing at least seventy percent (70%) in interest of the Shareholders may, by written consent, appoint a new representative as Representative. Notice together with a copy of the written consent appointing such Company Securityholder new representative and as bearing the signatures of Shareholders of at least seventy percent (70%) in interest of the Shareholders must be delivered to Parent and, if applicable, the Escrow Agent not less than ten (10) days prior to such Company Securityholder’s true and lawful attorney-in-fact appointment. Such appointment will be effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to later of the terms of this Agreement and the Escrow Agreement date indicated in the absolute discretion of consent or the Representativedate such consent is received by Parent and, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreementif applicable, the Escrow Agreement or Agent. For the Representative Engagement Agreement. Notwithstanding the foregoingpurposes of this Section 10.01, the Representative shall have no obligation to act on behalf "seventy percent (70%) in interest of the Company Securityholders, except as expressly provided herein, Shareholders" shall mean Shareholders representing in the Escrow Agreement and aggregate at least 70% of the percentage Shareholders' interests in the any consideration paid or payable pursuant to this Agreement. (f) In the event that Representative Engagement Agreementbecomes unable or unwilling to continue in his or its capacity as Representative, and for purposes of clarityor if Representative resigns as a Representative, there are no obligations Shareholders representing at least seventy percent (70%) in interest of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agreesShareholders may, by virtue written consent, appoint a new representative as Representative. Notice and a copy of the approval written consent appointing such new representative and bearing the signatures of this Agreement and the Acquisition Shareholders of at least seventy percent (and no act 70%) in interest of such Company Securityholder)the Shareholders must be delivered to Parent and, that all actions taken by the Representative under this Agreementif applicable, the Escrow Agreement, Agent. Such appointment will be effective upon the later of the date indicated in the consent or the Representative Engagement Agreement shall be binding upon date such Company Securityholder and such Company Securityholder’s successors as consent is received by Parent and, if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreementapplicable, the Escrow Agreement or the Representative Engagement Agreement are waivedAgent. (bg) The power grant of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: provided for herein (i) is coupled with an interest and shall be irrevocable and shall not be terminated by any act survive the death, incompetency, bankruptcy or liquidation of any Company SecurityholderShareholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder consummation of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this AgreementMerger. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) In order to efficiently administer the obligations specified in this Agreement and efficiently represent the interests Each of the Company Securityholders with respect to all matters arising under this Agreement or the Escrow Agreement, by virtue of the approval of this Agreement Sellers hereby constitutes and the Acquisition (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative to act as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising Representative under this Agreement and the Minority Sellers' Incremental Tax Payment Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things as and to perform all acts, including executing the extent provided herein and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreementtherein. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf Each of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative Sellers agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend indemnify and hold harmless the Representative Group (by reason of his acting or failing to act in the case connection with any of the Advisory Group, in their capacity as such) from transactions contemplated hereby or by the Minority Sellers' Incremental Tax Payment Escrow Agreement and against any and all loss, liability or expense the Representative may sustain or incur as a result of serving as Representative hereunder or under the Minority Sellers' Incremental Tax Payment Escrow Agreement, except such losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs liabilities and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or which are determined 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated an arbitration proceeding to have been directly caused by resulted primarily from the gross negligence or willful misconduct of the Representative, . Each of the Sellers agrees that the Representative will reimburse shall have no liability whatsoever to any Seller or such Seller's beneficiaries, heirs or personal representatives for any matters arising out of this Agreement or the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) firstMinority Sellers' Incremental Tax Payment Escrow Agreement except, the funds in the Representative Expense Fund, (ii) second, from any distributions case of the Escrow Fund to the Company Shareholders or other post-closing payment at Sellers, for liability for such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses matters which are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that determined in the event that any such Representative Loss is finally adjudicated an arbitration proceeding to have been directly caused by resulted primarily from the gross negligence or willful misconduct of the Representative, . Each of the Sellers hereby agrees to reimburse the Representative will reimburse upon the Company Securityholders the amount request of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence for all reasonable expenses, disbursements and advances incurred or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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 made by the Representative in performing such actionsthe performance of his duties under this Agreement or under the Minority Sellers' Incremental Tax Payment Escrow Agreement. Notwithstanding anything The Representative shall have the authority to act on behalf of and to bind each of the Sellers for purposes of the provisions of this Agreement and the Minority Sellers' Incremental Tax Payment Escrow Agreement to the extent set forth in this Agreement to and the contraryMinority Sellers' Incremental Tax Payment Escrow Agreement, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreementrespectively. (eb) The initial Representative may resign at hereunder shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. In the event that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, for any time reason, shall fail or be unable to continue to serve as Representative, whether by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such eventreason of his death, incapacity, resignation or otherwise, then the successor Representative shall be selected elected by the Company Securityholders holding at least a majority holders of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (Seller Percentages reflected on an as converted basis) as Exhibit A hereto. The rights, powers, privileges and obligations of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no named hereunder shall be possessed by any successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholderssame effect as though such successor had originally been a party to this Agreement. The immunities and rights to indemnification shall survive the resignation or removal of word "Representative" as used in this Agreement means the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreementsuccessor representative acting hereunder. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) In order 4.1 The Representative’s sole duties and obligations under this Agreement shall be limited to efficiently administer the obligations specified determination of whether the Conditions as set forth in this Agreement have been timely satisfied and efficiently represent to provide the interests Listing Disbursement Instructions and the Merger Disbursement Instructions in accordance with the provisions of Sections 1.4 and 1.5 of this Agreement. Notwithstanding anything to the contrary herein, neither the Representative’s duties hereunder nor any of the Conditions set forth in herein or the provisions of Articles III, IV, or V hereof may be altered, amended, modified or revoked, except by a writing signed by the Company, the Principal Stockholders, the Representative and the Escrow Agent. 4.2 All determinations made by the Representative as to whether any or both of the Conditions have been timely satisfied and, if to the extent required under Section 1.5, whether a Materially Similar Transaction has been consummated on or before December 31, 2016 (or as may be extended pursuant to Section 1.5) , shall be determined exclusively and conclusively by the Representative and the parties to this Agreement hereby agree that all such determinations shall be final and binding on the Company and the Principal Stockholders. 4.3 The Company and each of the Principal Stockholders confirm their understanding and agreement that the Representative has been retained hereunder to act solely for the benefit of the Company Securityholders with respect and the Principal Stockholders, and not for the benefit of any other person, and that the engagement of Representative by the Company any and the Principal Stockholders hereunder is not intended to all matters arising confer rights upon any person not a party hereto (including other stockholders, employees or creditors of the Company or the Principal Stockholders) as against the Representative or its affiliates, or their directors, officers, employees or agents. The Representative, as an independent contractor under this Agreement or the Escrow Agreement, by virtue shall not assume the responsibilities of a fiduciary to the approval Principal Stockholders, the Company, or any of this Agreement and the Acquisition (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable its stockholders in connection with the Acquisitionperformance of the Representative’s duties and obligations hereunder, and any duties arising out of Representative’s engagement hereunder shall be owed solely to the Company and the Principal Stockholders. 4.4 The Company and each Company Securityholder appoints of the Principal Stockholders will use their best efforts to provide information to the Representative, on a timely basis, as the Representative as may reasonably require or deems appropriate to carry out its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to responsibilities under the terms of this Agreement, including, without limitation, all information (financial or otherwise), data, opinions, appraisals, valuations, projections, estimates, and other relevant information within the possession, control and/or direction of the Company or the Principal Stockholders or of which the Company or the Principal Stockholders can reasonably obtain relating to the Company, the development of the ASIC Servers, Spondoolies or any other information that is or may be relevant or appropriate for the Representative to carry out its responsibilities under this Agreement (including any written advice, opinions, or appraisals from other advisors, consultants, or others engaged by the Company or the Principal Stockholders in connection with the transactions contemplated in connection with the Conditions). The Company and each of the Escrow Agreement Principal Stockholders represent and agree that all such information furnished to the Representative hereunder shall be accurate, complete, and will not be misleading in any material respect. 4.5 The Company and each of the absolute discretion of Principal Stockholders recognize, confirm, and agree that the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreementin carrying out its services hereunder, (C) receive all notices and service of process; and (D) in general to do all things and to perform all actsincluding, including executing and delivering without limitation, any agreements, certificates, receipts, instructions, notices valuations or instruments contemplated by or deemed advisable other considerations made in connection with the determination of whether a Materially Similar Transaction has been consummated, will use and rely solely on information prepared and supplied by the Principal Stockholders and the Company to the Representative and that all such valuations and determinations will be determined in any such manner or by any such method that the Representative, in its sole discretion shall select. The Representative shall not assume responsibility for the accuracy or completeness of, and shall not be required to or have any obligation to, conduct any due diligence, special investigations, appraisals, or otherwise verify the accuracy and completeness of, any such information so provided to it. 4.6 The Representative undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Representative shall not be liable for any action taken or omitted by it, except to the extent that a court of competent jurisdiction determines that the Representative’s gross negligence or willful misconduct was the primary cause of any loss to the Company or any of the Principal Stockholders. In no event shall the Representative be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits or capital gains, data, business or goodwill), regardless of legal theory advanced even if the Representative has been advised of the likelihood of such loss or damage and regardless of the form of action. The Representative may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel. The Company and the Principal Stockholders, jointly and severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. 4.7 From and at all times after the date of this Agreement, the Escrow Agreement or Company and the Principal Stockholders, jointly and severally, shall, to the fullest extent permitted by law, defend, indemnify and hold harmless the Representative Engagement Agreement. Notwithstanding the foregoingand each director, the Representative shall have no obligation to act on behalf of the Company Securityholdersofficer, except as expressly provided hereinemployee, in the Escrow Agreement attorney, agent and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations affiliate of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative GroupIndemnified Parties”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) from and against any and all actions, claims (whether or not valid), losses, damages, liabilities, damages, claims, penalties, fines, forfeitures, actions, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the fees and expenses Company or either of counsel and experts and their staffs and all expense of document locationthe Principal Stockholders, duplication and shipment) (collectivelywhether threatened or initiated, “Representative Losses”) asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising out of from or in connection with the Representative’s execution and negotiation, preparation, execution, performance or failure of performance of this Agreement and or any agreements ancillary heretotransactions contemplated herein, in each case as whether or not any such Representative Loss Indemnified Party is suffered a party to any such action, proceeding, suit or incurredthe target of any such inquiry or investigation; provided, however, that in no Indemnified Party shall have the event that right to be indemnified hereunder for any such Representative Loss is liability finally adjudicated determined by a court of competent jurisdiction, subject to no further appeal, to have been directly caused by resulted solely from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the Representativeright to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the Representative will reimburse reasonable fees of such counsel shall be paid upon demand by the Company Securityholders and the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) firstPrincipal Stockholders, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, jointly and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf severally. 4.8 The obligations of the Company Securityholders or otherwise. Furthermore, and 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders Principal Stockholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification Article IV shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders resignation or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion removal of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) In order The parties have agreed that it is desirable to efficiently administer the obligations specified in this Agreement and efficiently represent the interests of the Company Securityholders with respect to all matters arising under this Agreement or the Escrow Agreement, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation designate a representative to act on behalf of the Company SecurityholdersFully-Diluted Stockholders for certain limited purposes, except as expressly provided specified herein. The parties have designated ▇▇▇▇▇▇▇, in Dubilier & Rice, LLC as the Escrow Agreement and in the Representative Engagement Agreementinitial Representative, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement Stockholder Consent and the Acquisition (executed Letters of Transmittal will expressly ratify and no act of approve such Company Securityholder), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waiveddesignation. (b) The power of attorney and all authority conferred under this Section 2.5 Company hereby agrees that Parent and the powers, immunities Escrow Agent shall be able to rely conclusively on the instructions and rights to indemnification granted decisions of the Representative as to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act settlement of any Company Securityholderclaims against the Purchase Price Adjustment Escrow Amount pursuant to the Purchase Price Adjustment Escrow Agreement, to the settlement of any claims against the Indemnification Escrow Amount pursuant to the Indemnification Escrow Agreement or as to any actions required or permitted to be taken by operation of law, by such Company Securityholder’s death the Representative hereunder or disability under the Purchase Price Adjustment Escrow Agreement or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Indemnification Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) 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, the Purchase Price Adjustment Escrow Agreement or the Indemnification Escrow Agreement will be paid out of the Representative Escrow Account from time to time, as and when such fees and expenses are incurred and at the Representative’s sole discretion. In addition, the Representative shall have the right to recover such fees and expenses from the Indemnification Escrow Account from any amount that would otherwise be distributed to the Fully-Diluted Stockholders and, prior to such distribution, shall deliver to the Escrow Agent a certificate setting forth such fees and expenses actually incurred. The Representative agrees shall establish such terms and procedures for administering, investing and disbursing any amounts from the Representative Escrow Amount as it may determine in its reasonable judgment to be bound necessary, advisable or desirable to give effect to the provisions of this Agreement. If any balance of the Representative Escrow Amount remains undisbursed at such time as all disputes, claims and other matters relating to the transactions contemplated by this Agreement, the Purchase Price Adjustment Escrow Agreement and all other instruments and agreements to be delivered pursuant hereto have been finally resolved, then the Representative shall distribute to each Fully-Diluted Stockholder, by wire transfer of immediately available funds to an account (or by check to an address) designated by each Fully-Diluted Stockholder, such Fully-Diluted Stockholder’s Ownership Percentage of such remainder balance of the Representative Escrow Account. (d) Each of the Company, Merger Sub and Parent acknowledges and agrees that the Representative is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, each of the Company, Merger Sub and Parent acknowledges and agrees that the Representative shall have no liability to, and shall not be liable for any Losses of, any of the Company, Merger Sub, Parent or the Surviving Corporation in connection with any obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment otherwise in respect of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with transactions contemplated hereby, except to the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of extent such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative Losses shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it proven to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf the direct result of the applicable Company Securityholder or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission fraud by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreementhereunder. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer All of the indemnities, immunities and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior powers granted to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in shall survive the case of a Effective Time. (f) The Representative that is not a natural Person, becomes bankrupt, insolvent or ceases hereby represents and warrants to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if Parent and Merger Sub that: (i) The Representative has been duly formed and is validly existing as a limited liability company under the laws of the State of Delaware. The Representative resigns or otherwise is unable has all requisite power and authority to perform its obligations as such, execute and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Persondeliver this Agreement, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement. (fii) Buyer The execution and delivery by the Representative of this Agreement, the Indemnification Escrow Agreement and the Purchase Price Adjustment Escrow Agreement and the performance by the Representative of its obligations hereunder and thereunder do not and will have no liability to not conflict with or violate any provision of any applicable law, rule or regulation of any Governmental Authority applicable to, or the Company Securityholders or otherwise arising out organizational documents of, the Representative. (iii) Except (A) for filings under Section 2.3, (B) for filings under the HSR Act, and (C) as set forth in Section 3.3 of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings Disclosure Letter, no notice to, filing with, and notices to and fromor authorization, registration, consent or approval of any Governmental Authority is necessary for the Representative to satisfy any obligations it might have under Representative’s execution of this Agreement or the Purchase Price Adjustment Escrow Agreement. (g) After , the Closing, Buyer shall afford the Representative and Indemnification Escrow Agreement or its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records consummation of any of the Company (other than privileged documents), transactions contemplated hereby and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders)thereby. (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) In order to efficiently administer the obligations specified in this Agreement and efficiently represent the interests of the Company Securityholders with respect to all matters arising under this Agreement or the Escrow Agreement, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the The Stockholders Representative shall have no obligation to act on behalf of be the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of for each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of Stockholders and the Optionholders under this Agreement and the Acquisition (and no act other agreements contemplated hereby in accordance with the terms of such Company Securityholder)this Section 10.11. In the event of the resignation, that all actions taken death or incapacity of the Stockholders Representative, a successor Stockholder Representative reasonably satisfactory to Parent shall thereafter be appointed by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder an instrument in writing signed by Parent and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waivedsuccessor Stockholders Representative. (b) The Stockholders 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 attorney substitution in the premises) in connection with such matters as are reasonably necessary for the consummation and all authority conferred under administration of the transactions contemplated in this Section 2.5 Agreement, the Indemnity Escrow Agreement and the powersother agreements contemplated hereby and thereby including executing and delivering all agreements, immunities amendments, certificates, receipts, consents, elections, instructions and rights other documents contemplated by, or deemed by the Stockholders Representative to indemnification granted be necessary or desirable in connection with, this Agreement, the Indemnity Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed attorney-in-fact of each Stockholder and Optionholder. Notices given to the Stockholders Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive in accordance with the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval provisions of this Agreement shall constitute notice to the Stockholders and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of Optionholders for all payment obligations purposes under this Agreement. (c) The Representative agrees to be bound by all obligations appointment of the Stockholders Representative under is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to the authority granted in this Agreement Section 10.11 shall be effective and absolutely binding on each Stockholder and Optionholder notwithstanding any contrary action of or direction from such Stockholder or Optionholder, except for actions or omissions of the Escrow Agreement to which it is a party and shall take any and all actions which the Stockholders Representative believes are necessary constituting willful misconduct or appropriate under this Agreement, the Escrow Agreementgross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder or Optionholder shall not terminate the Representative Engagement Agreement (including entering into any amendment of same) for authority and on behalf agency of the Company SecurityholdersStockholders Representative. Parent, including defending all indemnity claims pursuant Merger Sub and any other party to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Escrow Agreement and engaging counsel and accountants Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the foregoing matters. Without limiting the generality part of the foregoingStockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by virtue Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of the approval of counsel with respect to any matter relating to this Agreement and the Acquisition (and no act of shall not be liable for any action taken or omitted by it in good faith in accordance with such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successorsadvice. The Stockholders Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders Representative may act in reliance upon any instrument or signature believed by it to be genuine, genuine and (iii) reasonably may assume that a signatory has proper authorization the Person purporting to sign on behalf of the applicable Company Securityholder give receipt or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor advice or make any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur statement or execute any liability to the Company Securityholders of any kind with respect to any action or omission by the Representative document in connection with the Representative’s services pursuant provisions hereof has been duly authorized to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from do so. The Stockholders Representative may conclusively presume that the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act undersigned representative of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally party hereto which is an entity other than a natural person has full power and not jointly, by each Company Securityholder will indemnify, defend and hold harmless authority to instruct the Stockholders Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be required to take any action that party 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. Notwithstanding anything in this Agreement written notice to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable contrary is delivered to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Stockholders Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of The Stockholders Representative or any disputes with Representative. Buyer may rely entirely on its dealings withshall receive reimbursement from, and notices to and be indemnified from, the Representative to satisfy Indemnity Escrow Account, for any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closingand all expenses, Buyer shall afford the Representative charges and its accountantsliabilities, counsel and other representativesincluding reasonable attorneys’ fees, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified incurred by the Representative, Stockholders Representative in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations performance or discharge of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred duties pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of ClosingSection 10.11.

Representative. (a) In order to efficiently administer the obligations specified in this Agreement transactions contemplated hereby, including (i) the determination of the Net Working Capital and efficiently represent Adjusted Base Cash Purchase Price, (ii) the interests defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof and (iii) the enforcement of any rights of the Company Securityholders with respect to all matters arising Stockholders under Article VII hereof, the Company Stockholders, by the approval of the Merger and adoption of this Agreement or and/or their acceptance of Merger Consideration, hereby designate the Escrow Representative as their representative, attorney-in-fact and agent. (b) The Company Stockholders, by the approval of the Merger and adoption of this Agreement and/or their acceptance of Merger Consideration, hereby authorize the Representative (i) to prepare and deliver the Closing Balance Sheet and to make all decisions relating to the determination of the Net Working Capital and the Adjusted Base Cash Purchase Price, (ii) to take all action necessary in connection with the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, (iii) to enforce any rights of the Company Stockholders under Article VII hereof, (iv) to give and receive all notices required to be given under the Agreement, and (v) to take any and all additional action as is contemplated to be taken by virtue or on behalf of the approval Company Stockholders by the terms of this Agreement. (c) In the event that the Representative becomes unable to perform his, her or its responsibilities hereunder or resigns from such position, the Company Stockholders (acting by the vote of the Company Stockholders who immediately prior to the Effective Time held at least a majority of the outstanding Company Shares held by all Company Stockholders (voting on an as-converted basis)) shall select another representative to fill the vacancy of the Representative initially chosen by the Company Stockholders, and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the Acquisition documents delivered pursuant hereto. (d) All decisions and actions by the Representative, including without limitation any agreement between the Representative and the Buyer relating to the determination of the Net Working Capital and the Adjusted Base Cash Purchase Price or the defense or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Surviving Corporation pursuant to Article VI hereof, shall be binding upon all of the Company Stockholders, and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including Stockholder shall have the right to receive object, dissent, protest or otherwise contest the consideration payable in connection with same. (e) By his, her or its approval of the AcquisitionMerger and adoption of this Agreement, and/or his or its acceptance of Merger Consideration, each Company Securityholder appoints Stockholder, agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Representative as its exclusive agent to the determination of the Net Working Capital and the Adjusted Base Cash Purchase Price, the settlement of any claims for such Company Securityholder indemnification by the Buyer and/or the Surviving Corporation pursuant to Article VI hereof or any other actions required or permitted to be taken by the Representative hereunder, and as such Company Securityholder’s true and lawful attorney-in-fact effective no party shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion instructions or decisions of the Representative; (ii) all actions, (B) represent such Company Securityholder decisions and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service instructions of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf be conclusive and binding upon all of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement Stockholders and in no Company Stockholder shall have any cause of action against the Representative Engagement Agreementfor any action taken, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit decision made or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions taken instruction given by the Representative under this Agreement, except for fraud or willful breach of this Agreement by the Escrow Representative; (iii) the provisions of this Section 1.12 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Stockholder may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 1.12 are inadequate; therefore, or the Representative Engagement Agreement 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 1.12; and (v) the provisions of this Section 1.12 shall be binding upon such the executors, heirs, legal representatives, personal representatives, successors and permitted assigns of each Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company SecurityholderStockholder, and all defenses which may be available any references in this Agreement to a Company Stockholder or the Company Stockholders shall mean and include the successors to the Company Stockholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (f) The Company Stockholders shall severally and not jointly indemnify the Representative and hold him, her or it harmless against any Company Securityholder to contestloss, negate liability or disaffirm expense incurred without gross negligence or bad faith on the action part of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 acceptance or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion administration of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closingduties hereunder.

Representative. (a) In order to efficiently administer its capacity, the obligations specified in this Agreement and efficiently represent the interests Administrative Agent is a “representative” of the Company Securityholders with respect to all matters arising under this Agreement or Secured Parties within the Escrow Agreement, by virtue meaning of the approval of this Agreement and term “secured party” as defined in the Acquisition (and no act of such Company Securityholder), and New York Uniform Commercial Code. Each Lender authorizes the consummation Administrative Agent to enter into each of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Representative, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall take have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and all actions which agreed that such rights and remedies may be exercised solely by the Representative believes are necessary or appropriate under this AgreementAdministrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Escrow AgreementAdministrative Agent is hereby authorized, or the Representative Engagement Agreement (including entering into any amendment and hereby granted a power of same) for attorney, to execute and deliver on behalf of the Company Securityholders, including defending all indemnity claims pursuant Secured Parties any Loan Documents necessary or appropriate to Article 9, consenting to, compromising or settling all grant and perfect a Lien on such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions Collateral in favor of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign Administrative Agent on behalf of the applicable Company Securityholder Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission held by the Representative in connection with the Representative’s services pursuant to this Agreement, and Administrative Agent upon any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from Collateral (i) first, the funds as described in the Representative Expense Fund, Section 10.02; (ii) secondas permitted by, from any distributions but only in accordance with, the terms of the Escrow Fund to the Company Shareholders applicable Loan Document; or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholdersif approved, as such Representative Losses are suffered authorized or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that ratified in the event that any such Representative Loss is finally adjudicated to have been directly caused writing by the gross negligence or willful misconduct Required Lenders, unless such release is required to be approved by all of the RepresentativeLenders hereunder. Upon request by the Administrative Agent at any time, the Representative Lenders will reimburse confirm in writing the Company Securityholders the amount Administrative Agent’s authority to release particular types or items of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence Collateral pursuant hereto. Upon any sale or willful misconduct. In no event will the Representative be required to advance its own funds on behalf transfer of the Company Securityholders or otherwise. 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 assets constituting Collateral which may be incurred by the Representative in performing such actions. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed permitted pursuant to the foregoing within twenty (20) daysterms of any Loan Document, thenor consented to in writing by the Required Lenders or all of the Lenders, without any further action of or consent as applicable, and upon at least five Business Days’ prior written request by any Personthe Borrower to the Administrative Agent, the Advisory Group, Administrative Agent shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing (and is hereby irrevocably authorized by the Company Securityholders. The immunities and rights Lenders to) execute such documents as may be necessary to indemnification shall survive evidence the resignation or removal release of the Representative or any member Liens granted to the Administrative Agent for the benefit of the Advisory Group and Secured Parties herein or pursuant hereto upon the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders Collateral that was sold or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Noticetransferred; provided, however, that (xi) access the Administrative Agent shall not be required to execute any such booksdocument on terms which, recordsin the Administrative Agent’s opinion, documents and personnel will not unreasonably interfere with would expose the normal operations Administrative Agent to liability or create any obligation or entail any consequence other than the release of Buyer and its Subsidiaries such Liens without recourse or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Lawwarranty, and (yii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf proceeds of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes sale, all of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant which shall continue to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal constitute part of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of ClosingCollateral.

Representative. (a) In order to efficiently administer the obligations specified in this Agreement and efficiently represent the interests of the Company Securityholders with respect to all matters arising under this Agreement or the Escrow AgreementEach Stockholder, by virtue of the approval his, her or its execution of this Agreement Agreement, hereby makes, constitutes and appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the Acquisition (and no act of such Company Securityholder“Representative”), with full power of substitution and the consummation of the Acquisition re-substitution, as his, her or participating in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon to execute and deliver each of the ClosingEscrow Agreement and EBITDA Shares Escrow Agreement on behalf of the Stockholders (and to execute and deliver all other documentation required thereby) and to represent the interests of the Persons entitled to receive Stockholder Shares and EBITDA Shares as a result of the transactions contemplated hereby for purposes of this Agreement, with full power the Escrow Agreement and authority in such Company Securityholder’s name EBITDA Shares Escrow Agreement. The Representative shall be the exclusive agent for and on such Company Securityholder’s behalf for all purposes in connection with this Agreement of the Stockholders to: (i) give and any agreements ancillary hereto including receive notices and communications to (A) act according to or from KBL and/or the terms of this respective escrow agents under the Escrow Agreement and the EBITDA Shares Escrow Agreement in the absolute discretion of the Representativerelating to this Agreement, (B) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, the EBITDA Shares Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (Cii) receive all notices and service authorize deliveries to KBL and/or the Surviving Pubco of process; and Escrow Shares from the escrow fund in satisfaction of claims asserted by KBL and/or the Surviving Pubco (D) in general to do all things and to perform all actson behalf of itself or any other KBL Indemnitee, including executing by not objecting to such claims); (iii) object to such claims; (iv) consent or agree to, negotiate, enter into settlements and delivering compromises of, and comply with orders of courts with respect to, such claims; (v) waive any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable condition in connection with this Agreement, the Escrow Agreement or the EBITDA Shares Escrow Agreement on behalf of the Stockholders and (vi) take all actions necessary or appropriate in the judgment of the Representative Engagement Agreementfor the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any person under any circumstance. Notwithstanding the foregoing, the Representative shall have no obligation not consent or agree to act on behalf or negotiate or enter into any settlement and compromise of the Company Securityholdersany claim that includes any admission of guilt, 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 criminal liability or wrong-doing by any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), that all actions taken by the Representative under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified Stockholder unless approved in writing in advance by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waived. (b) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successorsStockholder. The Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon sole and exclusive means of asserting or addressing any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. (d) Certain Company Securityholders above and no Stockholder shall have entered into an engagement agreement with the Representative any right to provide direction to the Representative in connection with act on its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind own behalf with respect to any action such matters or omission by other matters relating to this Agreement or the Representative in connection with transactions contemplated hereby, other than any claim or dispute against the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Person serving as the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to existserve in such capacity, then the Company Securityholders holding at least a majority for any reason, those members of the Company Ordinary Shares (on an as converted basis) as board of immediately directors of the Surviving Pubco who were members of the board of directors of PRWT prior to the Closing shall appoint as successor a Person who was a former director or PRWT or such other Person as such members shall designate. Such Person or successor is intended to be the “Representative” referred to in Article VII hereof, the Escrow Agreement and EBITDA Shares Escrow Agreement. Notwithstanding anything herein KBL, the Surviving Pubco and each of their respective Affiliates shall be entitled to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as suchrely upon, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Personshall be fully protected in relying upon, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities power and rights to indemnification shall survive the resignation or removal authority of the Representative or any member without independent investigation. No bond shall be required of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices The Representative shall receive no fees for his services but shall be entitled to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reimbursement for his reasonable out-of-pocket expenses as provided below and in the Escrow Agreement and EBITDA Shares Escrow Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of Buyer the Stockholders. KBL, the Surviving Pubco and its Subsidiaries incurred in connection therewith will be promptly reimbursed by each of their respective Affiliates shall have no liability to any of the Stockholders or any other constituencies for any acts or omissions of the Representative (including any failure to deliver amounts or shares paid to the Representative on behalf of any of the Company SecurityholdersStockholders or any other constituencies). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing any acts or omissions taken or not taken by any other persons at the direction of the Representative. Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Representative for any third party expenses incurred pursuant that is within the scope of the Representative's authority under this Section 1.12(b) shall constitute a notice or communication to this or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all Stockholders and shall be final, binding and conclusive upon each such Stockholder and the escrow agents under the Escrow Agreement and the Related AgreementsEBITDA Shares Escrow Agreement and KBL and the Surviving Pubco shall be entitled to rely upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or (ii) as otherwise determined by the Advisory Groupa decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Stockholder. The Representative is not acting as a withholding agent or in any similar capacity in connection with Stockholders, jointly and severally, shall indemnify and hold harmless the Representative Expense Amount, and has no tax reporting against any Losses (as defined in Section 7.1(b)) arising out of actions taken or income distribution obligations. The Company Securityholders will not receive any interest or earnings on omitted to be taken in his capacity as the Representative Expense Fund and irrevocably transfer and assign to (except in 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 case of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconductmisconduct by the Representative), including the reasonable costs and expenses of investigation and defense of claims. The Representative will hold these funds separate from its corporate funds, will shall not use these funds for its operating expenses be liable to any of Stockholders or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, their respective Affiliates for any decisions made or actions taken by the Representative will deliver any remaining in good faith and believed by him to be authorized by, or within the rights or powers conferred upon him by, this Agreement, and may consult with counsel of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closinghis own choice.

Representative. (a) In order to efficiently administer Effective upon and by virtue of the obligations specified in Required Stockholder Approval, and without any further act of any of the Stockholders, the Representative shall be hereby appointed by the Stockholders as the representative of the Stockholders and as the attorney-in-fact and agent for and on behalf of each Stockholder for purposes of this Agreement and efficiently represent the interests Escrow Agreement and any other agreements and documents executed or delivered in connection with this Agreement and shall take such actions to be taken by the Representative under this Agreement and the Escrow Agreement and any other agreements and documents executed or delivered in connection with this Agreement and such other actions on behalf of such Stockholders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including (i) executing and delivering this Agreement, the Escrow Agreement and any other ancillary documents and negotiating and executing such amendments, modifications, waivers or changes thereto as to which the Representative, in its sole discretion, shall have consented (provided that any waiver or amendment that shall adversely and disproportionately affect the rights or obligations of any Stockholder as compared to other Stockholders shall require the prior written consent of such Stockholder), (ii) taking all actions and making all filings on behalf of such Stockholders with any Governmental Authority or other Person necessary to effect the consummation of the transactions contemplated by this Agreement, (iii) agreeing to, negotiating, entering into settlements and compromises of, complying with orders of courts with respect to, and otherwise administering and handling any claims under this Agreement or the Escrow Agreement on behalf of such Stockholders, (iv) satisfying from the Escrow Account costs, expenses and/or liabilities incurred by the Representative in its capacity as the Representative and otherwise in accordance with this Agreement and/or the Escrow Agreement, and (v) taking all other actions that are either necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing or contemplated by the terms of this Agreement or the Escrow Agreement. The Representative hereby accepts such appointment. The appointment of the Representative as each Stockholder’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person to represent such Stockholder with regard to this Agreement and the Escrow Agreement and any other agreements or documents executed or delivered in connection with this Agreement. The Representative is the sole and exclusive representative of each of the Stockholders for any purpose provided for by this Agreement. Representative shall be bound by the same confidentiality restrictions binding Company Securityholders pursuant to Section 5.7 provided, however, that the Representative shall use commercially reasonable efforts based on contact information available to the Representative to keep the Stockholders reasonably informed with respect to actions of Representative pursuant to the authority granted Representative under this Agreement which actions have a material impact on the amounts payable to the Stockholders. Each Stockholder shall promptly provide written notice to the Representative of any change of address of such Stockholder. (b) A decision, act, consent or instruction of the Representative hereunder shall constitute a decision, act, consent or instruction of all matters Stockholders and shall be final, binding and conclusive upon each such Stockholder, and Parent and the Surviving Company may rely upon any such decision, act, consent or instruction of the Representative as being the decision, act, consent or instruction of each and every such Stockholder. Parent, the Surviving Company and the Escrow Agent shall be relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Representative. (c) Certain Stockholders have entered into a letter agreement with the Representative to provide direction to the Representative in connection with the performance of its services under this Agreement and the Escrow Agreement (such Stockholders, included their individual representatives, hereinafter referred to as the “Advisory Group”). Neither the Representative and its members, managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group (collectively, the “Representative Group”) shall incur liability with respect to any action taken or suffered by any Stockholder in reliance upon any notice, direction, instruction, consent, statement or other document believed by such Representative to be genuine and to have been signed by such Stockholder (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except the gross negligence, bad faith or willful misconduct of the Representative Group. In all questions arising under this Agreement or the Escrow Agreement, the Representative may rely on the advice of outside counsel, and the Representative shall not be liable to any Stockholder for anything done, omitted or suffered in good faith by virtue Representative based on such advice. No provision of this Agreement or the Escrow Agreement shall require the Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement or the Escrow Agreement on behalf of any Stockholders. (d) Each Preferred Stockholder shall severally, but not jointly (based on such Preferred Stockholder’s Proportionate Share), indemnify the Representative Group and hold the Representative Group harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the approval Representative Group and arising out of or in connection with the acceptance or administration of the Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel or other advisors reasonably retained by the Representative. All fees and expenses incurred by the Representative in performing its duties shall be borne by the Preferred Stockholders in accordance with their respective Proportionate Shares of such fees and expenses and shall be paid first out of the Representative Reserve, second from the Escrow Amount or any Earnout Payment or Milestone Payment otherwise distributable to the Stockholders, and, third, directly from the Preferred Stockholders, in accordance with their respective Proportionate Shares. As soon as practicable following the termination of all of the Representative’s obligations related to this Agreement and the Acquisition (and no act of such Company Securityholder)transactions hereunder, and the consummation of the Acquisition or participating as determined in the Acquisition and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Acquisition, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement and the Escrow Agreement in the absolute sole discretion of the Representative, the Representative shall distribute the remaining portion of the Representative Reserve (Bif any) represent such Company Securityholder and such Company Securityholder’s successors (i) to Parent for prompt payment of the MIP Payment with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; such distribution and (Dii) to Parent or Parent’s paying agent for prompt distribution to the Preferred Stockholders based on each Preferred Stockholder’s Proportionate Share of such amount by wire transfer of immediately available funds; provided that in general to do all things and to perform all actsthe event that the Preferred Stockholder Allocated Amounts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable amounts distributable in connection with such payment, exceeds the Aggregate Liquidation Preference Amount, then the amount of such payment in excess of the Aggregate Liquidation Preference Amount shall be distributed to the Common Stockholders based on each Common Stockholder’s Proportionate Share of such excess (any such distribution, a “Reserve Distribution”). (e) The Representative Reserve shall be held in a segregated client account, separate from the Representative’s corporate funds and the Representative will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Representative Reserve shall be used for the purposes of paying directly, or reimbursing the Representative for, any losses, liabilities or expenses incurred pursuant to this Agreement, the Escrow Agreement or any Representative engagement agreement. The Stockholders shall not receive interest or other earnings on amounts in the Representative Engagement AgreementReserve and the Stockholders irrevocably transfer and assign to the Representative any ownership right that they may have in any interest that may accrue on amounts in the Representative Reserve. Notwithstanding the foregoingThe Representative is not providing any investment supervision, the recommendations or advice. The Representative shall have no obligation to act on behalf responsibility or liability for any loss of the Company Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations principal of the Representative in any ancillary agreement, schedule, exhibit Reserve other than as a result of its gross negligence or the Disclosure Schedulewillful misconduct. The Representative agrees to act is not acting as a withholding agent or in any similar capacity in connection with the representativeRepresentative Reserve, agent and attorney-in-fact has no tax reporting obligations hereunder. (f) At any time Stockholders representing at least seventy percent (70%) in interest of each Company Securityholder. Each Company Securityholders agreesthe Stockholders may, by virtue written consent, appoint another Person as Representative. Notice together with a copy of the approval written consent appointing such Person and bearing the signatures of this Agreement and Stockholders of at least seventy percent (70%) in interest of the Acquisition (and no act of such Company Securityholder)Stockholders must be delivered to Parent and, that all actions taken by the Representative under this Agreementif applicable, the Escrow Agreement, Agent not less than ten (10) days prior to such appointment. Such appointment shall be effective upon the later of the date indicated in the consent or the Representative Engagement Agreement shall be binding upon date ten (10) days after such Company Securityholder and such Company Securityholder’s successors as consent is received by Parent and, if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreementapplicable, the Escrow Agreement or Agent. For the Representative Engagement Agreement are waivedpurposes of this Section 8.1, “seventy percent (70%) in interest of the Stockholders” shall mean Stockholders representing in the aggregate at least seventy percent (70%) of the percentage interests in the Aggregate Merger Consideration. (bg) In the event that the Representative becomes unable or unwilling to continue in his or its capacity as the Representative, or if the Representative resigns as a Representative, Stockholders representing at least seventy percent (70%) in interest of the Stockholders may, by written consent, appoint a new representative as the Representative. Notice and a copy of the written consent appointing such new representative and bearing the signatures of the Stockholders of at least seventy percent (70%) in interest of the Stockholders must be delivered to Parent and, if applicable, the Escrow Agent. Such appointment shall be effective upon the later of the date indicated in the consent or the date ten (10) days after such consent is received by Parent and, if applicable, the Escrow Agent. (h) The power of attorney and all authority conferred under this Section 2.5 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death or disability or any other event and (ii) shall survive the delivery resignation or removal of an assignment by Representative or any Company Securityholder member of the whole or any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue of the approval of this Agreement Advisory Group and the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally Closing and/or any time before the termination of all payment obligations under this Agreement. (c) The Representative agrees to be bound by all obligations of the Representative under this Agreement or the Escrow Agreement to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative shall be entitled to: (i) rely upon the Payment SpreadsheetDistribution Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder Stockholder or other party. . The grant of authority provided for herein (dA) Certain Company Securityholders have entered into is coupled with an engagement agreement with interest and shall be irrevocable and survive the Representative to provide direction to death, incompetency, bankruptcy or liquidation of any Stockholder, (B) shall survive the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor delivery of an assignment by any member Stockholder of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur whole or any liability to the Company Securityholders fraction of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, interest in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the any post-Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, consideration and (iiC) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal consummation of the Representative or any member of the Advisory Group and the Closing and/or any termination Merger. The provisions of this Agreement Section 8.1 shall be binding upon the executors, heirs, legal representatives, successors and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out assigns of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings witheach Stockholder, and notices any references in this Agreement to any Stockholder or the Stockholders shall mean and frominclude the successors to such Stockholder’s rights hereunder, whether pursuant to testamentary disposition, the Representative to satisfy any obligations it might have under this Agreement laws of descent and distribution or the Escrow Agreementotherwise. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.

Representative. (a) In order to efficiently administer the obligations specified in this Agreement Effective upon and efficiently represent the interests of the Company Securityholders with respect to all matters arising under this Agreement or the Escrow Agreement, by virtue of the approval of this Agreement and the Acquisition (and no act of such Company Securityholder), and the consummation of the Acquisition or participating in the Acquisition and receiving the benefits thereof, including granting to Rights Holders the right to receive the merger consideration payable as set forth in connection with the AcquisitionSections 1.06, each Company Securityholder appoints the Representative as its exclusive agent for such Company Securityholder 1.07 and as such Company Securityholder’s true and lawful attorney-in-fact effective upon the Closing, with full power and authority in such Company Securityholder’s name and on such Company Securityholder’s behalf for all purposes in connection with this Agreement and any agreements ancillary hereto including to (A) act according to the terms of this Agreement 1.08 and the Escrow Agreement Closing Cash Bonus Participants the right to receive the Closing Cash Bonus Payments as set forth in Section 1.10(a)(vii), BCOA Nominees Limited (the absolute discretion of the “Rights Holder Representative, (B”) represent such Company Securityholder and such Company Securityholder’s successors with respect to all matters arising under this Agreement and the Escrow Agreement, (C) receive all notices and service of process; and (D) in general to do all things and to perform all acts, including executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement, the Escrow Agreement or the Representative Engagement Agreement. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Securityholders, except is appointed as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Representative agrees to act as the representative, agent and attorney-in-fact of each Company Securityholder. Each Company Securityholders agrees, by virtue with respect to the rights and obligations of the approval Rights Holders and Closing Cash Bonus Participants. The rights and obligations of this Agreement the Rights Holder Representative are as set forth in Exhibit F hereto, and the Acquisition (all Rights Holders and no act of such Company Securityholder), that all actions taken Closing Cash Bonus Participants shall be bound by the Representative under terms set forth in Exhibit F. Other than the Rights Holder Representative, no Rights Holder or Closing Cash Bonus Participant shall bring any claim or action related to this Agreement, including with respect to the Escrow Agreementdetermination of any Earnout Payment. The terms set forth in Exhibit F shall represent the agreement solely between the Rights Holders, or Closing Cash Bonus Participants and the Rights Holder Representative Engagement Agreement shall be binding upon such Company Securityholder and such Company Securityholder’s successors as if expressly confirmed and ratified in writing by such Company Securityholder, and all defenses which may be available to any Company Securityholder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement Agreement are waivedno other party. (b) The power of attorney and all authority conferred under this Section 2.5 Buyer and the powersSurviving Corporation shall have the right to rely upon the actions of the Rights Holder Representative. Fees and expenses of the Rights Holder Representative shall be payable at the rate and in the manner agreed to by and among the Rights Holder Representative, immunities the Rights Holders and rights to indemnification granted the Closing Cash Bonus Participants. Neither Buyer nor the Surviving Corporation shall be responsible for any of the fees or expenses of the Rights Holder Representative under any circumstances. Buyer and the Surviving Corporation shall have no liability to the Representative Group hereunder: (i) shall be irrevocable and shall not be terminated by Rights Holders or Closing Cash Bonus Participants for any act of any Company Securityholder, by operation of law, by such Company Securityholder’s death losses or disability claims arising from the actions or any other event and (ii) shall survive the delivery of an assignment by any Company Securityholder conduct of the whole Rights Holder Representative, or for any fraction of his, her or its interest in the Escrow Amount. Without limiting the foregoing, the power of attorney shall be to ensure the performance of a special obligation and, accordingly, each Company Securityholder, by virtue breach of the approval of this Agreement and terms set forth in Exhibit F by the Acquisition (and no act of such Company Securityholder), renounces such Company Securityholder’s right to renounce this power of attorney unilaterally any time before the termination of all payment obligations under this AgreementRights Holder Representative. (c) The Representative agrees Pursuant to Section 1.10(a)(iv), promptly following the Effective Time, Parent shall make or cause to be bound made by all wire transfer of immediately available funds the payment, to the Expense Fund, of an amount equal to the Rights Holders Expense Amount. The Rights Holders Expense Amount shall be used to fund any expenses incurred by the Rights Holder Representative in the performance of its duties and obligations of hereunder. The Rights Holders Expense Amount will be held by the Rights Holder Representative under this Agreement or until such time as the Escrow Agreement Rights Holder Representative determines, in his sole discretion, that the Rights Holders and Closing Cash Bonus Participants shall have no further expenses to which it is a party and shall take any and all actions which the Representative believes are necessary or appropriate under this Agreement, the Escrow Agreement, or the Representative Engagement Agreement (including entering into any amendment of same) for and on behalf of the Company Securityholders, including defending all indemnity claims pursuant to Article 9, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its agents regarding indemnity claims, dealing with Buyer and the Company under this Agreement and the Escrow Agreement with respect to all matters arising hereunder or thereunder, taking any and all other actions of the Representative specified in or contemplated by this Agreement or the Escrow Agreement and engaging counsel and accountants be incurred in connection with the foregoing matterstransactions contemplated by this Agreement. Without limiting the generality Any portion of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of Rights Holders Expense Amount remaining after such Company Securityholder), each Company Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Company Securityholder and its successors. The Representative date shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. (d) Certain Company Securityholders have entered into an engagement agreement with the Representative to provide direction to the Representative in connection with its services under this Agreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group in such capacity (collectively, the “Representative Group”) shall incur any liability to the Company Securityholders of any kind with respect to any action or omission paid by the Representative in connection with the Representative’s services pursuant to this Agreement, and any agreements ancillary hereto while acted in good faith, except for liability directly resulting from the Representative’s willful misconduct or gross negligence. By virtue of the approval of this Agreement and the Acquisition and no other act of any Company Securityholder, each Company Securityholder (based on such Company Securityholder’s Pro Rata Share), severally and not jointly, by each Company Securityholder will indemnify, defend and hold harmless the Representative Group (in the case of the Advisory Group, in their capacity as such) 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 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 or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss received by the Rights Holder Representative to the extent attributable to Rights Holders and Closing Cash Bonus Participants, with each such gross negligence or willful misconduct. Such Representative Losses may be recovered by the Representative Group from (i) first, the funds in the Representative Expense Fund, (ii) second, from any distributions of the Escrow Fund to the Company Shareholders or other post-closing payment at such time as such amounts would otherwise be distributable to the Company Securityholders, Rights Holder and (iii) directly from the Company Securityholders, as such Representative Losses are suffered or incurred; provided that the foregoing clauses (i), (ii) and (iii) do not prevent the Representative Group from seeking any remedies available to them at law or otherwise against the Company Securityholders; provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount Closing Cash Bonus Participant receiving its Pro Rata Share of such indemnified Representative Loss received by the Representative to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Furthermore, the Representative shall not be 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. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties, otherwise applicable to the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative Group by the Company Shareholders under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreementremaining amounts. (e) The Representative may resign at any time by giving thirty (30) days’ notice to Buyer and the Company Securityholders; In such event, the successor Representative shall be selected by the Company Securityholders holding at least a majority of Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing. If the Representative is unable to perform his, her or its obligations under this Agreement or, in the case of a Representative that is not a natural Person, becomes bankrupt, insolvent or ceases to exist, then the Company Securityholders holding at least a majority of the Company Ordinary Shares (on an as converted basis) as of immediately prior to the Closing shall appoint a successor Representative. Notwithstanding anything herein to the contrary, if (i) the Representative resigns or otherwise is unable to perform its obligations as such, and (ii) no successor Representative is appointed pursuant to the foregoing within twenty (20) days, then, without any further action of or consent by any Person, the Advisory Group, shall be the Representative for all purposes hereunder until replaced in accordance with the foregoing by the Company Securityholders. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (f) Buyer will have no liability to the Company Securityholders or otherwise arising out of the acts or omissions of Representative or any disputes with Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Representative to satisfy any obligations it might have under this Agreement or the Escrow Agreement. (g) After the Closing, Buyer shall afford the Representative and its accountants, counsel and other representatives, reasonable access during regular business hours and with reasonable prior notice to the Buyer, during the period from the date a Claim Notice is delivered until all claims under such Claim Notice are resolved to (i) books and records of the Company (other than privileged documents), and (ii) all Company personnel as reasonably identified by the Representative, in each case, to the extent reasonably related to such claims under the Claim Notice; provided, however, that (x) access to such books, records, documents and personnel will not unreasonably interfere with the normal operations of Buyer and its Subsidiaries or violate applicable Law or Contract, and will not otherwise prejudice the rights or privileges (including attorney-client privileges) of Buyer or its Subsidiaries (including the Company and its Subsidiaries) under this Agreement or any applicable Law, and (y) the reasonable out-of-pocket expenses of Buyer and its Subsidiaries incurred in connection therewith will be promptly reimbursed by the Representative (on behalf of the Company Securityholders). (h) The Representative Expense Fund will be used for the purposes of paying directly, or reimbursing the Representative for any third party expenses incurred pursuant to this Agreement and the Related Agreements, or (ii) as otherwise determined by the Advisory Group. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Expense Amount, and has no tax reporting or income distribution obligations. The Company Securityholders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Expense Fund while acting in good faith other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will deliver any remaining of the Representative Expense Fund to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares. and the agreements ancillary hereto. For tax purposes, the Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Securityholders at the time of Closing.