Common use of Representative Clause in Contracts

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

Representative. (a) By virtue of the execution of this Agreement or acceptance of any consideration pursuant to this Agreement, The Shareholders each Unitholder irrevocably nominates, constitutes and initially appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇▇▇▇ ▇. ▇▇▇▇ as the Representative with power of designation and assignment as its true and lawful proxy and attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of, and in the name of, each Shareholder with the full power, without the consent of the Shareholders, to exercise the powers of the Representative under the provisions of this Agreement or the Ancillary Agreements (including the Escrow Agreement) and to take all actions necessary or appropriate in the judgment of the Representative in connection with this Agreement and the Ancillary Agreements (including the Escrow Agreement), which shall include the power and authority to (i) amend, modify, waive or provide consent with respect to, any provision of this Agreement or the Ancillary Agreements (including the Escrow Agreement), (ii) to execute, deliver and accept such waivers and consents and to endorse and deliver any and all notices, documents, certificates or other papers to be delivered in connection with this Agreement and the Ancillary Agreements (including the Escrow Agreement), (iii) to disburse any funds received hereunder or under the Escrow Agreement to each Shareholders, and (iv) to consummate the transactions contemplated hereby and thereby as the Representative, in its sole discretion, may deem necessary or desirable. In the event of death or incapacity of ▇▇▇▇▇▇▇ ▇▇▇▇▇, the Shareholders each irrevocably appoints ▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇as the Representative, without the consent of the Shareholders, and ▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve ▇▇▇▇▇’▇ appointment as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless upon notification in writing to Buyer. In any Third Party Defense in which more than one Shareholder is an Indemnitor, the Representative shall act on behalf of all Shareholder Indemnitors, it being agreed that in the event of a post-Closing Action, Buyer is entitled to discovery of documents from the Shareholders relevant to such Action as if such Shareholders were parties to such Action, notwithstanding the appointment of the Representative as the sole intermediary for other purposes. The Buyer and until the Buyer receives notice Indemnitees, if applicable, will be entitled to rely exclusively upon any notices and other acts of such change in accordance the Representative as being legally binding acts of the Shareholders individually and collectively. The appointment and power of attorney granted by the Shareholders to the Representative shall be deemed coupled with Section 9.1an interest and all authority conferred hereby shall be irrevocable whether by death or incapacity of any the Shareholders or the occurrence of any other event or events.

Representative. (a) By virtue Each Stockholder by signing this Agreement designates R▇▇▇ ▇▇▇▇▇▇ as its representative and the representative of the execution Stockholders, in each case for purposes of this Agreement or acceptance of the Transaction Documents (the “Representative”). If R▇▇▇ ▇▇▇▇▇▇ shall be unable to serve as the Representative, the Stockholders designate H▇▇▇▇▇▇ ▇▇▇▇▇▇ to be the Representative. The Stockholders shall be bound by any consideration pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes and appoints all actions taken by the Representative as on their behalf. (b) The Representative is hereby appointed and constituted the true and lawful agent and attorney‑in‑fact attorney-in-fact of such Unitholdereach Stockholder, with full power in his, his or her or its name and on his, his or her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h)Price Adjustment, and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any one or more UnitholdersStockholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (bc) All decisions and actions by the Representative, including including, without limitation, any agreement between the Representative and the Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty PaymentsPrice Adjustment, or the defense or settlement of any claims for which the Unitholders Stockholders may be required to indemnify the Buyer Indemnified Parties and/or the Company pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereofArticle VI hereof, shall be binding upon the Unitholdersall Stockholders, and no Unitholder Stockholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (cd) Each Unitholder By his or her execution of this Agreement, each Stockholder agrees that: (i) the Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher PaymentsPrice Adjustment, or Royalty Payments, and the settlement of any claims for indemnification by a the Buyer Indemnified Party or the Company pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement Article VI hereof or any other actions required to be taken by the Representative under the Transaction Documentshereunder, and no Unitholder party hereunder shall have any cause of action against any the Buyer Indemnified Party for any action taken by such Person the Buyer in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders Stockholders and no Unitholder Stockholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omittedtaken, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence fraud or willful misconduct breach of this Agreement by the Representative; (iviii) the provisions of this Section 1.8 1.6 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder Stockholder may have in connection with the transactions contemplated hereby; (iv) remedies available at law for any breach of the provisions of this Section 1.6 are inadequate; therefore, the Buyer and the Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer or the Company brings an action to enforce the provisions of this Section 1.6; and (v) the provisions of this Section 1.7 1.6 shall be binding upon the executors, heirs, legal representatives and successors of each UnitholderStockholder, and any references in this Agreement to a Unitholder Stockholder shall mean and include the successors to such UnitholderStockholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.1.

Representative. (a) By virtue of the execution of this Agreement or acceptance of any consideration pursuant The Holders have separately irrevocably appointed Fidelity National Financial, Inc. to this Agreement, each Unitholder irrevocably nominates, constitutes and appoints the Representative act as the true and lawful designated representative, agent and attorney‑in‑fact attorney-in-fact of such Unitholder, Holders with full power in his, her or its name authority to make all decisions and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, determinations and to do take all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions actions required or permitted under or relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement on behalf of such Holders (Fidelity National Financial, Inc., in respect thereof, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUSsuch capacity, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: “Representative”), including (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions approving any of the Representative 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 to the determination set forth in Article II of this Agreement, and any other matter provided for in Article II of this Agreement, (iii) administering any indemnification matter on behalf of the Definitive Initial Purchase Consideration pursuant Holders, agreeing to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant matter and otherwise handling and negotiating indemnification matters, (iv) agreeing to Section 7.6 hereofany waiver, facilitating consent or amendment under or to this Agreement, provided that no such waiver, consent or amendment shall adversely affect the disbursement allocation of any consideration hereunder to any Holder who does not expressly consent thereto in writing, (v) distributing to the Escrow Amount (or Holders any portion thereof) via the Representative pursuant of any consideration hereunder payable to the Escrow Holders after the Closing Date, (vi) sending, receiving and reviewing notices under this Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the UnitholdersHolders and (vii) and not with any Unitholder; (iii) all actions, decisions and instructions appointing a successor Representative in the event of the Representative shall be conclusive resignation or death of the then current Representative. Each Holder has acknowledged that this Section 10.12 is intended to have the broadest possible scope for the purpose of promoting the efficient negotiation and binding upon handling of all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative matters which arise under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered All actions taken by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇subject matter of this Agreement or the Escrow Agreement that are within the authority conferred upon the Representative pursuant to this Section 10.12 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. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable Subject to serve as the Representativeterms of the Escrow Agreement, the successor determined Representative shall be entitled, absent gross negligence or bad faith, to indemnification in connection with the performance by operation the Representative of its rights and obligations pursuant to this Section 10.12 and 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 next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Escrow Agreement, no change in the identity any such indemnification of the Representative shall be effective 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 Holders and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Representative. The Parent shall be entitled to disregard any notices or communications given or made by any Holder unless and until Buyer receives notice given or made through the Representative. For purposes of such change in accordance with this Section 9.110.12, Holder shall refer to all holders of Company Stock.

Representative. (a) By virtue Each of the execution of this Agreement or acceptance of any consideration pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes and Shareholders hereby appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney as his exclusive agent and attorney-in-fact to act on his behalf with respect to any and all authority hereby conferred is coupled with an interestmatters, is granted in consideration claims, controversies, or disputes arising out of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act terms of any one or more Unitholders, or by operation this Agreement (the "Representative"). Each Shareholder -------------- further agrees that upon the vote of Law, whether by death or other event. As to TAMUS, the Shareholders holding a majority of the stock of the Company immediately preceding the Closing (the "Shareholder ----------- Approval") the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, shall have the power of attorney provided to take any and all actions -------- which the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by believes are necessary or appropriate or in the Representativebest interests of the Shareholders, as fully as if the Shareholders were acting on their own behalf, including without limitation, consenting to, and settling any agreement between and all claims, disputes or controversies arising hereunder (including without limitation the Representative calculation and Buyer relating to the determination payment of the Definitive Initial Purchase Consideration pursuant to Section 1.3Merger Consideration), the determination, dispute conducting all negotiations with and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement otherwise dealing with CCC and the Escrow Agreement Surviving Corporation and engaging counsel, accountants and other representatives in respect thereof, shall be binding upon connection with the Unitholders, foregoing matters. CCC and no Unitholder the Surviving Corporation shall have the right to object, dissent, protest rely on any actions taken 50 or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required omitted to be taken by the Representative under as being the Transaction Documentsact or omission of the Shareholders, without the need for any inquiry, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions actions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 omissions shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwiseShareholders. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative Shareholders shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything right to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative upon Shareholder Approval and shall be effective unless deliver to CCC and until Buyer receives the Surviving Corporation prompt written notice of any such change of identity, which upon receipt by CCC and the Surviving Corporation will effect said change. The Shareholders agree to hold the Representative free and harmless from and indemnify the Representative against any and all loss, damage or liability which he may sustain as a result of any action taken in accordance with Section 9.1good faith hereunder, including, without limitation, any legal fees and expenses.

Representative. (a) By virtue of In order to efficiently administer the execution of this Agreement or acceptance of any consideration pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes and appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to do all things and to perform all actstransactions contemplated hereby, including (1i) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or and/or settlement of any claims for which the Unitholders Shareholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 Article X hereof as well as facilitating and (ii) entering into the disbursement Escrow Agreement, the Shareholders, by their adoption of all or any portion this Agreement and the approval of the Escrow Amount pursuant Merger, agree to the appointment of the Representative. The Representative is hereby authorized to take any and all action as is contemplated to be taken by the Shareholders by the terms of this Agreement and the Escrow Agreement in respect thereof, Agreement. All decisions and actions by the Representative shall be binding upon all of the Unitholders, Shareholders and no Unitholder Shareholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUSBy their adoption of this Agreement and the approval of the Merger, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees Shareholders further agree that: (ia) Buyer and its Affiliates shall be able to rely conclusively exclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 Article X hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documentshereunder, and no Unitholder party hereunder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iiib) all actions, decisions and instructions of the Representative shall be final, conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the RepresentativeShareholders; A-10 (ivc) the provisions of this Section 1.8 2.11 are independent and severable, are irrevocable and coupled with an interest interest, and shall be enforceable notwithstanding any rights or remedies that any Unitholder Shareholder may have in connection with the transactions contemplated herebyby this Agreement and the Escrow Agreement; and (vd) the provisions of this Section 1.7 2.11 shall be binding upon the executors, heirs, legal representatives and successors of each UnitholderShareholder, and any references in this Agreement to a Unitholder Shareholder shall mean and include the successors to such Unitholder’s the Shareholders' rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.1.

Representative. (a) The Representative may be removed at any time upon the written election of the Holders representing at least 75% of the aggregate Ownership Interests; provided that such Holders concurrently elect a replacement Representative and Parent is given prompt written notice of such replacement by the Representative (and such appointment is not binding on Parent until after Parent receives such written notice). By virtue of the execution of this the Principal Equityholders Agreement or acceptance by each Principal Equityholder, by the execution of any consideration pursuant to this Agreementthe Option Cancellation Agreement by each Option Holder, by the execution of the Letter of Transmittal by each Holder and by the consummation of the transactions contemplated hereby, each Unitholder irrevocably nominates, Holder has constituted and hereby constitutes and appoints the Representative Representative, including any replacement of any such Representative, as the true and lawful agent and attorney‑in‑fact of such Unitholder, attorney-in-fact with full power of substitution and authority to execute any amendment or waiver of this Agreement and any other document or instrument necessary or advisable in hisorder to carry out the provisions of this Agreement, her or its name to give and on hisreceive notices and communications, her or its behalf to act according dispute any claim any Parent Indemnified Party with respect to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representativeindemnification hereunder, to agree to, negotiate, enter into settlements and compromises of, and to do all things comply with orders of courts with respect to any dispute or loss, and to perform take all acts, including (1) amending actions necessary or appropriate in the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination judgment of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating Representative for the disbursement accomplishment of the Milestone Paymentsforegoing. The Holders shall, pro-rata based upon their Ownership Interest, be responsible for the Priority Review Voucher Payments, or Royalty Payments, (6) defending payment of all fees and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken expenses reasonably incurred by the Representative in performing its duties under this Agreement; provided, that Parent shall have no obligation or Liability arising from or relating to any claim or dispute between any Holder and the Representative under this Section 12.1 (and Parent’s rights, including Parent’s right to rely on behalf the actions and decisions of the Unitholders as provided hereunder Representative and other rights under this Agreement) shall not be affected in any way thereby. All actions and decisions of the Representative may be relied upon by the Parent, the Company and any third person, and shall be binding on all Unitholders, and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to terminationconclusive upon each Shareholder. (b) All decisions The Representative shall be entitled to recover from the Principal Equityholders, on a pro-rata basis based upon the Principal Equityholder’s respective ownership interest in the Company Shares, any fees and actions by the Representative, including any agreement between expenses that the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof incur in his capacity as well as facilitating the disbursement of all or any portion of the Escrow Amount such pursuant to this Agreement and the Escrow Agreement in respect thereofAgreement. In that regard, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause entitled to retain Five Hundred Thousand Dollars ($500,000) of action the Closing Merger Consideration otherwise payable to the Principal Equityholders (the “Expense Funds”) as a reserve against the payment of expenses incurred in his capacity as the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given be used by the Representative under or in connection with this Agreement, the Escrow Agreement or to pay any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client accountsuch capacity. The Representative’s Fund Expense Funds shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign deemed paid to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders Principal Equityholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative Closing for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, hereunder and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.1under applicable Laws.

Representative. (a) By virtue approval of the Merger, this Agreement and the transactions contemplated hereby by the Stockholders, by execution of this Agreement or acceptance of any consideration by the Principal Stockholders, and pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes and appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 Letter of Transmittal, the Stockholders shall and hereby do irrevocably make, constitute and appoint or, as applicable are deemed to have made, constituted or appointed the Representative as their agent, attorney-in-fact and representative and authorize and empower it to fulfill the role of the Representative contemplated hereunder for purposes of this Agreement and the Escrow Agreement. Notices to or from the Representative shall constitute notice to or from Stockholders (including the Principal Stockholders) and holders of Company Securities. Parent, the Company, Merger Sub and the Surviving Corporation shall be entitled to rely upon the acts, decisions, consents and instructions of the Representative for all purposes permitted hereunder and under the Escrow Agreement and as acts, decisions, consents and instructions of the Stockholders. Parent, Merger Sub, the Surviving Corporation, Disbursing Agent and Escrow Agent shall be and hereby are relieved of any liability to any person for any acts done by them in accordance with such decisions, consents or instructions. (b) The Representative shall have full power of substitution to act and decide to give consent and instruction, as applicable, in the discretion name, place and stead of the Representative, Stockholders and to do each of them in all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) matters in accordance connection with this Agreement and the Escrow Agreement. The Representative’s power shall include the following powers, (8) receiving from Buyer without limitation: give and distributing receive notices and communications; the power to act for the Stockholders and to authorize payment to any Indemnified Party with regard to the respective Unitholders indemnification under Article X; the power to object to such payments, to agree to, negotiate, enter into settlements of or compromise any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative claim on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, Stockholders or demand arbitration and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts comply with orders of courts and awards of arbitrators with respect to such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration claims; to authorize agreement to or dispute of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided adjustment to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Merger Consideration pursuant to Section 1.3, 2.6.2; the determination, dispute and facilitating the disbursement power to transact or participate in matters of the Milestone Payments, the Priority Review Voucher Payments, litigation or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to arbitration in connection with this Agreement and or the Escrow Agreement subject to the terms hereof and thereof; the power to do or refrain from doing all such further acts and things on behalf of the Stockholders that the Representative deems necessary or appropriate in respect thereof, shall be binding upon the Unitholdersits sole discretion, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, execute all such documents as the Representative must obtain written approval shall deem necessary or appropriate in connection therewith; and the power to defend or settle receive service of process in connection with any claims hereunder. Parent and the Surviving Corporation shall afford the Representative reasonable access to officers, books and records of TAMUSthe Surviving Corporation during regular business hours and as reasonably required in the performance of the Representative’s duties under this Agreement, provided that the Representative shall assume and abide by customary confidentiality restrictions in relation to the foregoing, including entering into a customary confidentiality agreement with Parent or the Surviving Corporation should Parent or the Surviving Corporation so request. (c) Each Unitholder agrees that: (i) Buyer If the Representative shall decease or otherwise becomes incapacitated and its Affiliates unable to serve as Representative, his successor shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification appointed by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement majority-in-interest of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUSAmount. (d) The Unitholders Representative shall act for the Stockholders hereunder in the manner the Representative believes to be in the best interest of the Stockholders and consistent with its obligations hereunder, but shall have no duties or obligations except as specifically set forth herein and in the Escrow Agreement. In acting as representative of the Stockholders, the Representative may rely upon, and shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order, arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by them to be genuine and to have been signed or presented by the proper party or parties. The Representative shall not be personally liable to the Stockholders for any action taken, suffered or omitted by each of them in good faith and reasonably believed by each of them to be authorized or within the discretion of the rights or powers conferred upon them by this Section 2.11. The Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by each of them in such capacity in good faith and in accordance with such opinion of counsel. The Representative may perform its duties as the Representative either directly or by or through agents or attorneys, and the Representative shall not be responsible to the Stockholders for any misconduct or negligence on the part of any agent or attorney appointed with due care by them hereunder. The Representative shall not be liable for any action taken in the scope of the Representative’s authority hereunder unless such action is finally determined to have been grossly negligent or reckless. (e) Each holder of Series D Shares and shares of Company Common Stock shall, ratably in accordance with his, her or its Escrow Allocation, pay or reimburse the Representative, upon presentation of an invoice, for all fees, costs, expenses and disbursements incurred by or at the direction of the Representative (including, without limitation, fees and expenses of counsel, accountants, and other advisors to or retained by the Representative) in connection with the defense, negotiation and settlement of indemnification claims pursuant to Article X, and any other matters contemplated to be handled by the Representative by this Section 2.11. Such amounts shall first be paid out of an advance amount equal to Three Hundred and Fifty Thousand Dollars ($350,000) (the “Advance Amount”), which, as contemplated by Section 2.5.1(e), will be delivered by Parent to the Representative at the Closing as a deduction from the Preliminary Merger Consideration and which the Representative shall maintain in a separate account for application under this Section 2.11. The Representative shall be entitled to pay all fees, costs, expenses and disbursements incurred by or at the direction of the Representative in connection with the administration of the Representative’s duties under this Agreement from the Advance Amount. In addition, each holder of Series D Shares and shares of Company Common Stock shall, ratably in accordance with his, her or its Escrow Allocation, indemnify, defend and hold harmless the Representative from and the Representative’s Affiliates and their respective partners, directors, officers, managers, members, agents, attorneys, employees and stockholders of each of the foregoing (to the extent not reimbursed through the Advance Amount or the Escrow Amount) against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of indemnification claim pursuant to Article X hereof that such indemnitees may suffer or incur in connection with its capacity as the Representative’s enforcement of its rights Representative (or a related party thereof), or any action taken or omitted by such indemnitees under this Agreement, the Escrow Agreement (except such acts or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as omissions resulting from such Representative Loss is suffered or incurred and (i) is actually caused by the fraudindemnitee’s willful misconduct, gross negligence or willful misconduct fraud). The obligations of the Unitholders or the each holder of Series D Shares and shares of Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while Common Stock under this Section 1.7 allows 2.11(e) shall not exceed the Representative Merger Consideration actually paid to be such Stockholder (less all amounts previously paid from each or set aside in satisfaction of the aforementioned sources of funds, indemnification claims pursuant to Article X and amounts paid or reimbursed by such Stockholder in accordance with this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”Section 2.11(e), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings). The Representative will hold these funds separate from its corporate fundsshall not be liable for any act done or omitted hereunder as Representative while acting in good faith, will not use these funds for its operating expenses and any act done or any other corporate purposes and will not voluntarily make these funds available omitted to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund be done pursuant to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions advice of legal counsel shall be conclusive evidence of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advicegood faith. The Representative shall have no responsibility or liability for the right, at its option at any loss time and from time to time, to engage a third-party provider of principal of stockholder representative services to replace the Representative’s Fund other than Representative as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for any or all purposes hereunder. IfIn any such circumstance, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fiftysuch third-one percent (51%) party provider shall have all of the outstanding Voting Units (rights and obligations as defined in the Operating Agreement) Representative as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary set forth in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.1.

Representative. (a) By virtue Each of the execution of this Agreement or acceptance of any consideration pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes and Sellers hereby appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns as its, his or subsequently becomes unable to serve as her exclusive agent and attorney-in-fact (the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%“Representatives”) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to give and receive notices and communications with respect to the Closing and provisions of this Agreement, (ii) upon to amend the approval by the Buyer terms of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change (iii) to agree to, negotiate, enter into settlements or compromises of matters arising under the provisions of this Agreement, and (iv) to take any and all actions necessary or appropriate in the identity judgment of the Representatives to be taken on behalf of Sellers under such provisions of this Agreement. Such agency is irrevocable and coupled with an interest; provided, however, that the Representatives shall have no authority to act on behalf of any Seller with respect to an indemnity claim under Section 7.2. Notwithstanding the foregoing, upon the death or incapacity of either Representative, or his ceasing to be an employee or independent contractor of the Company or the Surviving Corporation or any Affiliate, the remaining Representative shall be effective unless the sole Representative and until Buyer receives notice shall notify the Parent of such change in accordance with Section 9.1writing. Notwithstanding the foregoing, upon the death or incapacity of both Representatives, or their both ceasing to be an employee or independent contractor of the Company, or the Surviving Corporation or any Affiliate the Sellers shall appoint a successor Representative and shall notify the Parent of such successor in writing. Any successor Representative must be an employee of the Company or the Surviving Corporation or any Affiliate. Notwithstanding the foregoing, no bond shall be required of the Representatives and Sellers shall be responsible for the expenses of the Representatives incurred in the course of their duties as Representative, including reasonable attorneys’ fees. Notices or communications to or from a Representative shall constitute notice to or from Sellers in respect of matters relating to this Agreement. Any decision, act, consent or instruction of a Representative shall constitute a decision, act or consent of all Sellers, and shall be final, binding and conclusive upon each Seller, and Parent may rely upon any decision, act, consent or instruction of a Representative as being the decision, act, consent or instruction of each and every Seller.

Representative. (a) By virtue The individual listed on Section 8.16 of the execution Disclosure Schedule is hereby appointed as the true and lawful attorney-in-fact and agent of this Agreement the Members (the “Representative”) to execute any and all instruments or acceptance of other documents, and to do any consideration and all other acts or things, in the Members’ names and on their behalf, that the Representative may deem necessary or advisable, or that may be required pursuant to this Agreement, each Unitholder irrevocably nominatesthe Escrow Agreement or otherwise, constitutes and appoints in connection with the consummation of the transactions contemplated hereby. Without limiting the generality of the foregoing, the Representative as shall have the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power and authority, in his, her or its name the names of the Members and on histheir behalf, her to: (i) agree with Parent with respect to any matter or its behalf to act according to thing required or deemed necessary by the terms Representative in connection with the provisions of this Agreement calling for the agreement of the Transaction Documents 39881135.1 ACTIVE/118012393.3 Members, give and receive notices on behalf of all Members, and act on behalf of the Members in connection with any matter as to which the Members are or may be obligated to indemnify Parent under this Agreement, all in the absolute discretion of the Representative; (ii) interpret the terms and provisions of this Agreement; (iii) dispute or fail to dispute any Losses claimed hereunder and to negotiate and compromise any dispute which may arise under this Agreement and to sign any releases or other documents with respect to any such dispute, including the interpretation of, disputing or failing to dispute the composition or amount of Cash, Debt, Closing Working Capital, Transaction Expenses or any item on the Closing Statement and negotiating and signing any release in respect of any dispute that may arise under Section 2.10; (iv) execute and deliver all ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement; (v) receive funds and give receipt for funds, including in respect of the Initial Merger Consideration, and any adjustment thereto, and to distribute to the Members the Per Unit Merger Consideration to which they are entitled; (vi) take all action necessary or desirable in connection with the waiver of any condition to the obligations of Members to consummate the transactions contemplated by this Agreement; and (vii) in general, do all things and to perform all acts, including (1) amending the Transaction Documentsincluding, (2) waiving rightswithout limitation, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions consents, elections, instructions, and other instruments or documents contemplated by, or deemed by the Representative to be necessary or advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to terminationthis Agreement. (b) All decisions and actions by the RepresentativeAny approval, including any agreement between the Representative and Buyer relating to the determination consent, election, notice, decision, agreement, amendment, or other action of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher PaymentsMembers required or permitted under, or Royalty Paymentsotherwise provided for in, this Agreement shall be conclusively deemed given, made, or taken (as the defense or settlement of any claims for which the Unitholders case may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereofbe) if given, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Paymentsmade, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under for the Transaction DocumentsMembers, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer Parent shall be required entitled to file and negotiate rely on any claims notice or disputes related to other document (of any kind) executed or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given delivered by the Representative under or in connection with this Agreementfor all such purposes. In addition, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent each Member hereby releases and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative discharges Parent from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) Losses arising out of or in connection with the Representative’s enforcement failure to distribute any amounts received by the Representative on behalf of the Members. (c) The power of attorney created under this Agreement is coupled with an interest and shall be binding and enforceable on and against the respective heirs, personal representatives, successors, and assigns of the Members, and the power of attorney shall not be revoked or terminated by the death, disability, bankruptcy, incompetency, dissolution or termination of any Member, its rights under heirs, personal representatives or its respective successors or assigns. (d) In the event that the individual listed on Section 8.16 of the Disclosure Schedule (or any subsequent Representative appointed pursuant to this paragraph) resigns or otherwise becomes unable to serve, the Members shall, within 30 days after notice thereof, determine and designate by consent of those Members who held a majority of the Units immediately prior to the Effective Time, a successor Representative who shall have all of the rights, powers and authority conferred on the Representative in this Agreement, and if the Escrow Agreement Members fail so to designate such successor within such period, any Member or Parent may petition a court of appropriate jurisdiction for appointment of such successor Representative. The Members agree to promptly notify Parent in writing of any change of the Representative and Parent shall be entitled to rely on any action taken by Representative prior to receipt of notice of such change. (e) Neither the Representative nor any agent employed by it shall incur any liability to any Member by virtue of the failure or refusal of the Representative for any reason to consummate the transactions contemplated hereby or relating to the performance of its other agreement entered into duties hereunder, except for actions or omissions constituting fraud or willful misconduct. The Representative hereby is authorized to receive and hold the Expense Reserve Holdback and to disburse funds on behalf of the Members from and out of the Expense Reserve Holdback from time to time in connection with order to satisfy any obligations of the Members arising out of the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred including, without limitation, filing fees, costs and (i) is actually caused by the fraud, gross negligence or willful misconduct expenses of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer attorneys and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered accountants and other experts engaged by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each on behalf of the aforementioned sources of fundsMembers, this does not prevent the Representative from seeking and any remedies available to it at law other contingent or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation unforeseen liabilities or removal obligations of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earningsMembers. The Representative will hold these distribute any 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 remaining in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund Expense Reserve Holdback to the Unitholders Members in accordance with their Allocable Shares no later than sixty (60) days after the Allocation Schedule. The Representative may make earlier distributions of such portions Closing Working Capital calculation and the calculation of the Representative’s Fund Final Merger Consideration are finally determined pursuant to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s FundSection 2.10. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.1.

Representative. Each Stakeholder approves the designation of and designates (ai) By virtue of the execution of this Agreement or acceptance of any consideration pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes and appoints the Representative Park Place as the true Escrow Agent, as defined below (and lawful agent and attorney‑in‑fact of Park Place hereby accepts such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(hdesignation), and (9ii) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and DT▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration as the representative of the mutual covenants Stakeholders and agreements made herein, shall be irrevocable as the attorney-in-fact and shall not be terminated by agent for and on behalf of each Stakeholder (such person and any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUSsuccessor, the Representative must obtain written approval “Representative”) with respect to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating Article VI and the disbursement of the Escrow Amount (or any portion thereof) via taking by the Representative pursuant to of any and all actions and the Escrow Agreement making of any decisions required or any other actions required permitted to be taken by the Representative under pursuant to this Agreement, including the Transaction Documentsexercise of the power to: (a) authorize the release or delivery to LGIQ of Earnout Shares or Closing Shares in satisfaction of indemnification claims of any Buyer Indemnitee pursuant to Article VI; (b) agree to, negotiate, enter into settlements and compromises of, and no Unitholder shall comply with orders of courts with respect to, any claim for indemnification pursuant to pursuant to Article VI; (c) resolve, settle or compromise any claim for indemnification made pursuant to pursuant to Article VI; and (d) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing. The Representative will have any cause authority and power to act on behalf of action against any each Stakeholder with respect to the disposition, settlement or other handling of all claims for indemnification pursuant to pursuant to Article VI and all rights or obligations arising under pursuant to Article VI. The Stakeholders will be bound by all actions taken and documents executed by the Representative in connection with Article VI, and the Buyer Indemnified Party for Indemnitees will be entitled to rely on any action taken by such Person in reliance upon the instructions or decisions decision of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or . In performing the functions specified in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or Representative will not be liable to any other agreements entered into Stakeholder in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, absence of gross negligence or willful misconduct by on the part of the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder. Each Stakeholder will severally, and any references not jointly, on a pro rata basis based on such Stakeholder’s proportional share of the unissued portion of the Earnout Shares being held in this Agreement to a Unitholder shall mean and include the successors to escrow by B▇▇▇▇ (such Unitholder’s rights hereunder, whether pursuant to testamentary dispositionshares, the laws of descent and distribution or otherwise. As to TAMUS“Escrow Fund”), the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend indemnify and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs asserted liability incurred without gross negligence or willful misconduct on the part of the Representative and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement acceptance or administration of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or his duties hereunder. Any out-of-pocket costs and expenses reasonably incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing connection with actions taken by the Representative for, any Third Party expenses in connection with pursuant to the transactions contemplated terms of Article VI (including the hiring of counsel and the incurring of legal fees and costs) will be paid directly by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign Stakeholders to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion on a pro rata basis based on each Stakeholder’s proportional share of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or adviceEscrow Fund. The Representative shall have no responsibility obligation under this Agreement, whether with respect to third-party claims or liability non-third party claims, for any loss of principal amounts in excess of the Representative’s Escrow Fund then held by Buyer (other than in his capacity as a result of its bad faith or fraudStakeholder). For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer The Representative shall have no liability or obligation under this Agreement in the case of any failure by any Stakeholder (other than the Representative himself) to any Person in connection with, or relating to, have good and valid title to the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇shares of Park Place securities held by such Stakeholder. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve The person serving as the RepresentativeRepresentative may be replaced from time to time by the Stakeholders who held, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint Closing, a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) majority of the outstanding Voting Units (as defined in the Operating Agreement) as shares of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this AgreementPark Place Common Stock, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.1on an as-converted basis.

Representative. (a) By virtue of the execution of this Agreement or acceptance of any consideration pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes and appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (the “Representative”) is hereby designated by each of the Shareholders to serve as the representative of the Shareholders with respect to the matters expressly set forth in this Agreement to be performed by the Representative. Each of the Shareholders, by execution of this Agreement, hereby irrevocably appoints the Representative as the agent, proxy and attorney-in-fact for such Shareholder for all purposes of this Agreement, including full power and authority on such Shareholder’s behalf (a) to consummate the transactions contemplated herein, (b) to pay such Shareholder’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (c) to disburse any funds received hereunder to such Shareholder and to each other Shareholder, (d) to execute and deliver any certificates representing the Company’s shares of beneficial interest and execution of such further instruments as Merger Corp. shall reasonably request, (e) to execute and deliver on behalf of such Shareholder any amendment or waiver hereto, (f) to take all other actions to be taken by or on behalf of such Shareholder in connection herewith, (g) to negotiate, settle, compromise and otherwise handle all claims for indemnification made by any Indemnitee pursuant to Section 9.1 hereof and (h) to do each and every act and exercise any and all rights which such Shareholder or Shareholders collectively are permitted or required to do or exercise under this Agreement. Each of the Shareholders agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Representative and shall survive the death, incapacity or bankruptcy of any Shareholder. The Representative has a duty to serve in good faith and to perform its designated role under the Agreement but, neither the Representative nor any agent employed by him shall incur any liability to any Shareholder relating to the performance of his duties hereunder except for actions or omissions constituting fraud, bad faith or willful misconduct. Upon the death or disability of ▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, ▇▇▇▇▇ or the defense or settlement resignation of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as Representative (such resignation shall only be effective upon delivery of written notice to the Shareholders and the Surviving Trust), ▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, ▇▇▇▇▇▇ shall become the Representative for all purposes hereunder. If, at any time, there is no designated Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.1.

Representative. (a) By executing and delivering a Letter of Transmittal or by virtue of consummation of the execution Plan of this Agreement Arrangement, each Subversive Limited Partner hereby irrevocably constitutes and appoints Subversive Real Estate Sponsor LLC as its true and lawful attorney-in-fact and agent (the “Representative”) with full power of substitution to do any and all things and execute any and all documents which may be necessary, convenient or acceptance appropriate to facilitate the consummation of any consideration the transactions contemplated hereby and the exercise of all rights and the performance of all obligations hereunder, including: (i) receiving payments under or pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes Agreement and appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according disbursements thereof to the terms Subversive Limited Partner, as contemplated by this Agreement; (ii) receiving and forwarding of notices and communications pursuant to this Agreement and accepting service of process; (iii) giving or agreeing to, on behalf of all the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of Subversive Limited Partner, any and all consents, waivers and amendments deemed by the Representative, in its reasonable and good faith discretion, to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, be necessary or Royalty Payments, (6) defending and settling of any claims appropriate under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow execution or delivery of any documents that may be necessary or appropriate in connection therewith; and (iv) with respect to any and all matters arising under this Agreement, (8) receiving A) disputing or refraining from Buyer disputing, on behalf of each Subversive Limited Partner relative to any amounts to be received by the Subversive Limited Partner under this Agreement or any agreements contemplated hereby, or any claim made by Subversive under this Agreement, (B) negotiating and distributing to the respective Unitholders compromising, on behalf of each Subversive Limited Partner, any written reports delivered by Buyer pursuant to Section 1.6(h)dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement, and (9C) executing executing, on behalf of each Subversive Limited Partner, any settlement agreement, release or other document with respect to such dispute or remedy, except in each case with respect to a dispute between any Subversive Limited Partner on the one hand and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholdersother hand; provided, and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interesthowever, is granted that, in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUSeach case, the Representative must obtain written approval shall not take any action adverse to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided Subversive Limited Partner unless such action is also taken proportionately with respect to the Representative by TAMUS is revocable and subject to terminationothers. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder Subversive Limited Partner hereby agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken in all matters in which action by the Representative under is required or permitted, the Transaction Documents, and no Unitholder shall have any cause Representative is authorized to act on behalf of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the RepresentativeSubversive Limited Partner; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documentsall decisions, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions consents and instructions of by the Representative shall be conclusive and binding upon all Unitholders of the Subversive Limited Partners, and no Unitholder Subversive Limited Partner shall have the right to object to, dissent from, protest or otherwise contest any cause such decision, action, consent or instruction; and (iii) the appointment of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and is coupled with an interest and shall be enforceable notwithstanding irrevocable by such Subversive Limited Partner in any rights manner or remedies that for any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUSreason. (dc) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all is hereby authorized to establish an expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative fund (the “Representative’s Expense Fund”), which Representative’s Fund shall be maintained funded by Subversive at or prior to the consummation of the Arrangement in an amount of $50,000. The Representative may use the Expense Fund to pay or be reimbursed for any fees, costs, expenses or other obligations incurred by the Representative acting in a segregated client accountits capacity as such. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders Subversive Limited Partners will not receive any interest or earnings on the Representative’s Expense Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability liable for any loss of principal of the Representative’s Expense Fund other than as a result of its bad faith gross negligence or fraudwillful misconduct. For Tax tax purposes, the Representative’s Expense Fund shall be treated as having been received and voluntarily set aside by the Unitholders Subversive Limited Partners at the time of the Closing. Notwithstanding anything to The Parties agree that the contrary herein, Buyer shall have no liability Representative is not acting as a withholding agent or obligation to in any Person similar capacity in connection withwith the Expense Fund. The Representative shall be indemnified and held harmless by the Subversive Limited Partners out of the Expense Fund from and against any and all costs, expenses (including the fees and expenses of its counsel), losses or relating to, liabilities incurred by the Representative arising out of or in connection with the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇execution and performance of this Agreement. ▇▇▇▇▇▇▇▇▇▇ resigns The Expense Fund shall be retained in whole or subsequently becomes unable to serve as the Representative, the successor determined in part by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no such time as the Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined shall determine in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholdersits sole discretion. If the Buyer appoints a Person as Representative shall determine in its sole discretion to return all or any portion of the Expense Fund, such fashionamount shall be released to Intercure. In no event will the Representative be required to advance its own funds on behalf of the Subversive Limited Partners or otherwise. The foregoing indemnities will survive the consummation of the Arrangement, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity resignation or removal of the Representative shall be effective unless and until Buyer receives notice or the termination of such change in accordance with Section 9.1this Agreement.

Representative. (a) By virtue Without any further act of any of the execution Stockholders or the other Holders, the Representative is hereby appointed as the representative of this Agreement or acceptance the Holders and as the attorney-in-fact and agent for and on behalf of any consideration pursuant to each Holder for purposes of this Agreement, each Unitholder irrevocably nominatesthe Escrow Agreement, constitutes and appoints the Representative as Paying Agent Agreement, the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the other Transaction Documents 39881135.1 ACTIVE/118012393.3 and any other agreements and documents executed or delivered in the discretion of the Representative, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance connection with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any shall take such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under this Agreement, the Escrow Agreement, the Paying Agent Agreement, the other Transaction DocumentsDocuments and any other agreements and documents executed or delivered in connection with 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, including (i) executing and no Unitholder delivering this Agreement, the Escrow Agreement, the Paying Agent Agreement, the other Transaction Documents 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 any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; consented, (ii) Buyer shall be required to file taking all actions and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (making all filings on behalf of the Unitholders) and not such Holders with any Unitholder; Governmental Body or other Person necessary to effect the consummation of the Transactions, (iii) all actionsagreeing to, decisions negotiating, entering into settlements and instructions compromises of, complying with orders of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representativecourts with respect to, and otherwise administering and handling any claims under this Agreement, the Representative shall have no liability to any Unitholder for any action taken or omittedEscrow Agreement, decision made or 39881135.1 ACTIVE/118012393.3 instruction given the Paying Agent Agreement, the other Transaction Documents on behalf of such Holders, (iv) satisfying from the Indemnity Escrow Account and Working Capital Escrow Account costs, expenses and/or Liabilities incurred by the Representative under or in connection its capacity as the Representative and otherwise in accordance with this Agreement, the Escrow Agreement Agreement, the Paying Agent Agreement, the other Transaction Documents, 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, the Escrow Agreement, the Paying Agent Agreement, the other Transaction Documents. The Representative hereby accepts such appointment. The appointment of the Representative as each Holder’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other Person to represent such Holder with regard to this Agreement, the Escrow Agreement, the Paying Agent Agreement, the other Transaction Documents and any other agreements entered into or documents executed or delivered in connection with this Agreement. The Representative is the sole and exclusive representative of each of the Holders for any purpose provided for by this Agreement. The Representative shall use commercially reasonable efforts based on contact information available to the Representative 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 the 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, the Surviving Corporation, the Escrow Agent and the Paying Agent 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 Holder. Parent, the Surviving Corporation, the Escrow Agent and the Paying 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) The Representative shall 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 Representative to be genuine and to have been signed by such Holder, nor for any other action or inaction, except the gross negligence, bad faith or willful misconduct of the Representative. In all questions arising under this Agreement, the Escrow Agreement, the Paying Agent Agreement, the other Transaction Documents the Representative may rely on the advice of outside counsel, and the Representative shall not be liable to any Holder for anything done, omitted or suffered in good faith by Representative based on such advice. (d) The Holders shall severally (each based on its Holder Indemnification Percentage) but not jointly indemnify the Representative and hold the Representative harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Representative and arising out of or in connection with the transactions contemplated by this Agreementacceptance or administration of the Representative’s duties hereunder, except for fraud, bad faith, gross negligence including the reasonable fees and expenses of any legal counsel or willful misconduct other advisors reasonably retained by the Representative; . All fees and expenses incurred by the Representative in performing its duties shall be borne by the Holders in accordance with their respective Holder Indemnification Percentage, provided that such fees and expenses shall first be funded from the Representative Cost Escrow Account. In the event that the Representative determines that he is entitled to be reimbursed or advances any such fees and expenses, he will notify the Escrow Agent of the same in writing, in which event the Escrow Agent shall disburse the amount of such fees and expenses to the Representative (ivup the amount of the remaining Representative Cost Escrow Amount). Parent, Surviving Corporation, and their Affiliates will have no duty to investigate or evaluate any request by the Representative for reimbursement or advancement of fees or expenses, and Holders hereby waive and release Parent, Surviving Corporation, and their Affiliates from any and all claims, damages, liabilities, or expenses for Parent’s reliance on any written notice or request from Representative in this regard. (e) At any time Holders representing at least seventy percent (70%) in interest of the provisions Holders 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 Holders of at least seventy percent (70%) in interest of the Holders must be delivered to Parent and, if applicable, the Escrow Agent and the Paying 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 date ten (10) days after such consent is received by Parent and, if applicable, the Escrow Agent and Paying Agent. For the purposes of this Section 1.8 are independent 9.01, “seventy percent (70%) in interest of the Holders” shall mean Holders representing in the aggregate at least seventy percent (70%) of the percentage interests in the Aggregate Merger Consideration. (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, Holders representing at least seventy percent (70%) in interest of the Holders may, by written consent, appoint a new representative as the Representative. Notice and severablea copy of the written consent appointing such new representative and bearing the signatures of the Holders of at least seventy percent (70%) in interest of the Holders must be delivered to Parent and, are irrevocable if applicable, the Escrow Agent and Paying 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 and Paying Agent. (g) The grant of authority provided for herein (i) is coupled with an interest and shall be enforceable notwithstanding irrevocable and survive the death, incompetency, bankruptcy or liquidation of any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; Holder, and (vii) shall survive the consummation of the Merger. The provisions of this Section 1.7 9.01 shall be binding upon the executors, heirs, legal representatives representatives, successors and successors assigns of each UnitholderHolder, and any references in this Agreement to a Unitholder any Holder or the Holders shall mean and include the successors to such UnitholderHolder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.1.

Representative. For purposes of this Escrow Agreement, the UniCAD -------------- Common Stockholders, without any further action on the part of any such UniCAD Common Stockholder, shall be deemed to have consented to and approved: (a) By virtue of the execution of this Agreement or acceptance of any consideration pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes and appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement use of the Escrow Amount (or any portion thereof) in accordance with this Agreement and Shares as collateral for the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to indemnification obligations under Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf 11.2 of the Unitholders as provided hereunder shall be binding on all Unitholders, Plan of Reorganization and Din the manner set forth in this Agreement; (b) the appointment of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power as the representative of attorney the UniCAD Common Stockholders (the "Representative") and as the attorney-in-fact and agent for and on behalf of each UniCAD Common Stockholder (other than holders of Dissenting Shares), and the taking by the Representative of any and all authority hereby conferred is coupled with an interestactions and the making of any decisions required or permitted to be taken by him or her under this Escrow Agreement, is granted in consideration including, without limitation, the exercise of the mutual covenants power to (i) authorize delivery to CCT of Escrow Shares in satisfaction of claims by CCT, (ii) agree to, negotiate, enter into settlements and agreements compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, (iii) negotiate, execute on behalf of the UniCAD Common Stockholders, deliver and perform amendments to or modifications of this Escrow Agreement, (iv) resolve any claim made hereinpursuant to Section 11.2 of the Plan of Reorganization, shall be irrevocable and shall not be terminated by any act (v) take all actions necessary in the judgment of any one or more Unitholdersthe Representative for the accomplishment of the foregoing; and (c) all of the other terms, or by operation conditions and limitations of Law, whether by death or other eventthis Escrow Agreement. As to TAMUSAccordingly, the Representative must obtain written approval has unlimited authority and power to defend or settle any claims act on behalf of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant each UniCAD Common Stockholder with respect to this Escrow Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising under this Escrow Agreement, so long as all UniCAD Common Stockholders are treated in material respects in the same manner. The UniCAD Common Stockholders will be bound by all actions taken by the Representative in connection with this Escrow Agreement in respect thereof, and CCT and the Escrow Agent shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able entitled to rely conclusively on the instructions and decisions any action or decision of the Representative as constituting the actions of the UniCAD Common Stockholders. In performing such functions, the Representative will not be liable to the determination UniCAD Common Stockholders in the absence of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct misconduct. All actions and notices by the Representative hereunder shall be signed by the Representative; (iv) the provisions of this Section 1.8 are independent and severable. The Representative may resign from such position, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding effective upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement a new Representative being appointed to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case act as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts written consent of UniCAD Common Stockholders who beneficially own at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each least a majority of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwiseEscrow Shares. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint UniCAD Common Stockholders must elect a new Representative, and upon such written consent must be given, within thirty days from the approval by Buyer date of such the Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after 's notice of intended resignation. UniCAD Common Stockholders who beneficially own at least a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to majority of the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders Escrow Shares may replace such Representative at any time (i) and from time to time appoint by written consent a new representative to act as the written agreement of Unitholders representing at least fifty-one percent (51%) Representative in place of the outstanding Voting Units (as defined in the Operating Agreement) as then-current Representative. The Representative shall not be entitled to receive any compensation or reimbursement of immediately prior expenses for his or her actions taken with respect to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Escrow Agreement, no change in either from CCT or the identity of the Representative shall be effective Escrow Account, unless and until Buyer receives notice there are Escrow Shares to be distributed to the UniCAD Common Stockholders on the Escrow Release Date (the "Distributed Shares"). Any out-of- pocket costs and expenses incurred by the Representative in connection with actions taken pursuant to the terms of such change this Escrow Agreement will be paid by the UniCAD Common Stockholders to the Representative in accordance with Section 9.1.proportion to their percentage interests in the Escrow Shares set forth on Exhibit A.

Representative. (a) By virtue of Effective upon the execution of this Agreement or acceptance Agreement, and without any further act of any consideration Seller, Optionholder or Phantom Award Recipient, the Representative is hereby irrevocably appointed as the representative, agent, proxy, and attorney in fact (coupled with an interest) for all Sellers, Optionholders and Phantom Award Recipients for all purposes under this Agreement including the full power and authority on the Sellers', Optionholders' and Phantom Award Recipients' behalf, as applicable: (i) to consummate the transactions contemplated under this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to negotiate claims and disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, for the avoidance of doubt, the adjustment of the Closing Cash Proceeds contemplated by Section 2.04 or the indemnification provided pursuant to Section 11.03 and Annex I), (iii) to receive and disburse to, or caused to be received or disbursed to, any Seller, Optionholder or Phantom Award Recipient any funds received on behalf of such Seller, Optionholder or Phantom Award Recipient under this Agreement (including, for the avoidance of doubt, any portion of the Enterprise Value) or otherwise, (iv) to withhold any amounts received on behalf of any Seller, Optionholder or Phantom Award Recipient pursuant to this AgreementAgreement or to satisfy any and all obligations or liabilities of any Seller, each Unitholder irrevocably nominates, constitutes and appoints Optionholder or Phantom Award Recipient or the Representative as in the true and lawful agent and attorney‑in‑fact performance of such Unitholderany of their commitments hereunder (including, with full power in hisfor the avoidance of doubt, her or its name and the satisfaction of payment obligations (on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 Sellers, the Optionholders or the Phantom Award Recipients) in connection with the discretion adjustment of the Representative, and to do all things and to perform all acts, including (1) amending Closing Cash Proceeds contemplated by Section 2.04 or the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration indemnification provided pursuant to Section 1.311.03 and Annex I), (5v) determiningto execute and deliver any amendment or waiver to this Agreement and the other agreements, disputing instruments, and facilitating documents contemplated hereby or executed in connection herewith (without the disbursement prior approval of any Seller), (vi) to receive and disburse to, or cause to be received or disbursed to, any individual any funds received on behalf of such individual pursuant to any incentive compensation agreement providing for a transaction bonus, in effect as of the Milestone Payments, the Priority Review Voucher Payments, Closing and (vii) to take all other actions to be taken by or Royalty Payments, (6) defending and settling on behalf of any claims under Section 7.6Seller, (7) facilitating the disbursement of the Escrow Amount (Optionholder or any portion thereof) Phantom Award Recipient in accordance connection with this Agreement and the Escrow Agreementother agreements, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h)instruments, and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments documents contemplated by, hereby or deemed advisable executed in connection with, the Transaction Documentsherewith. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, Such agency and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is proxy are coupled with an interest, is granted in consideration are therefore irrevocable without the consent of the mutual covenants and agreements made herein, shall be irrevocable Representative and shall not be terminated by any act survive the death, incapacity, bankruptcy, dissolution or liquidation of any one or more Unitholderseach Seller, or by operation of Law, whether by death or other eventOptionholder and Phantom Award Recipient. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon the Unitholderseach Seller, Optionholder and Phantom Award Recipient, and no Unitholder Seller, Optionholder or Phantom Award Recipient shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUSThe Representative shall have no duties or obligations hereunder, including any fiduciary duties, except those set forth herein, and such duties and obligations shall be determined solely by the express provisions of this Agreement. (b) Effective upon the execution of this Agreement, and without any further act of any Seller, Optionholder or Phantom Award Recipient, the Representative must obtain written approval and its Non-Recourse Parties shall be indemnified, held harmless and reimbursed by each Seller, Optionholder and Phantom Award Recipient severally (based on the relative portion of proceeds received by each Seller, Optionholder and Phantom Award Recipient hereunder), and not jointly, against all costs, expenses (including reasonable attorneys' fees), judgments, fines and amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claim, action, suit or Proceeding to defend which the Representative or settle such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement (including, for the avoidance of doubt, the satisfaction of payment obligations (on behalf of the Sellers, Optionholders and Phantom Award Recipients) in connection with the adjustment of the Closing Cash Proceeds contemplated by Section 2.04 or the indemnification provided pursuant to Section 11.03 and Annex I). Any and all amounts paid or incurred by the Representative and its Non-Recourse Parties in connection with any claims claim, action, suit or Proceeding to which the Representative or such other Person is made a party by reason of TAMUSthe fact that it is or was acting as the Representative pursuant to the terms of this Agreement are on behalf of the Sellers, Optionholders and Phantom Award Recipients, as applicable (and, not for the avoidance, on behalf of the Representative in any other capacity, as a Seller or otherwise). (c) Each Unitholder agrees that: (i) Buyer and Neither the Representative nor any of its Affiliates Non-Recourse Parties shall be able incur any Liability to rely conclusively on any Seller, Optionholder or Phantom Award Recipient by virtue of the instructions and decisions failure or refusal of the Representative as or any of its Non-Recourse Parties for any reason to consummate the transactions contemplated hereby or relating to the determination performance of their duties hereunder. The Representative and its Non-Recourse Parties shall have no Liability in respect of any action, claim or Proceeding brought against any such Person by any Seller, Optionholder or Phantom Award Recipient, regardless of the Definitive Initial Purchase Consideration pursuant legal theory under which such Liability or obligation may be sought to Section 1.3be imposed, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Paymentswhether sounding in contract or tort, or Royalty Paymentswhether at law or in equity, and the settlement of or otherwise, if any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount such Person took or omitted taking any action in good faith. (or any portion thereofd) via If the Representative pursuant to the Escrow Agreement pays or any other actions required causes to be taken by the Representative under the Transaction Documents, and no Unitholder shall have paid any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative amounts (on behalf of the UnitholdersSellers, Optionholders or Phantom Award Recipients) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreementany obligation or Liability of a Seller, the Escrow Agreement Optionholder or any other agreements entered into Phantom Award Recipient in connection with the transactions contemplated hereby (including, for the avoidance of doubt, the adjustment of the Closing Cash Proceeds contemplated by this Agreement, except for fraud, bad faith, gross negligence Section 2.04 or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether indemnification provided pursuant to testamentary dispositionSection 11.03 and Annex I), any such payments and the laws reasonable expenses of descent the Representative incurred in administering or defending the underlying dispute or claim may be reimbursed, when and distribution or otherwise. As to TAMUSas incurred, from the Representative Holdback Amount (and, if not so reimbursed from the Representative Holdback Amount, the Representative must obtain written approval to defend or settle any claims shall be indemnified, held harmless and reimbursed by each Seller, Optionholder and Phantom Award Recipient severally (based on the relative portion of TAMUS. (d) proceeds received by each Seller, Optionholder and Phantom Award Recipient hereunder), and not jointly for such amount(s)). The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreementmay, in each case as such Representative Loss is suffered its sole and absolute discretion, distribute, or incurred and (i) is actually caused by the fraudto be distributed, gross negligence any or willful misconduct all of the Unitholders funds received or held by it on behalf of the Company Sellers, Optionholders or (iiPhantom Award Recipients to one or more Sellers, Optionholders or Phantom Award Recipients at any time after the Closing Date, which such distribution(s) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses of funds may be recovered different (i.e., with respect to amount, timing, conditionality or otherwise) for each Seller, Optionholder or Phantom Award Recipient. Upon full reimbursement of all expenses, costs, obligations or liabilities incurred by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise performance of its duties hereunder, the Representative shall distribute, or caused to be distributable distributed, all remaining funds held by it on behalf of the Sellers, Optionholders or Phantom Award Recipients to the Unitholders; and (iii) any Milestone PaymentsSellers, Priority Review Voucher PaymentsOptionholders or Phantom Award Recipients, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreementapplicable. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary set forth herein, Buyer the Representative and its Affiliates shall have no liability or obligation not be liable to any Person Seller, Optionholder or Phantom Award Recipient for any action taken or not taken by the Representative or for any act or omission taken or not taken in connection withreliance upon the actions taken or not taken or decisions, communications or relating towritings made, given or executed by the Representative’s FundPurchaser. (f) If D▇▇▇▇▇▇ ▇. ▇▇All references to the "Representative" herein mean such Person in its capacity as representative of the Sellers, Optionholders and Phantom Award Recipients and not, for the avoidance of doubt, in any other capacity, as a Seller or otherwise. (g) Except as may have been expressly and specifically agreed to in writing by a Seller, Optionholder or Phantom Award Recipient, on the one hand, and ▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as & ▇▇▇▇▇ LLP ("K&E LLP"), on the other hand, and except for the Representative, the successor determined by operation of the next sentence shallSun Capital Partners, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, Inc. and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time their respective Affiliates (i) by K&E LLP has not and is not representing, and shall not be deemed to have represented any Seller, Optionholder or Phantom Award Recipient in connection with the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing transactions contemplated hereby, and (ii) K&E LLP has not and is not providing any advice or counsel (including legal advice or counsel), and shall not be deemed to have provided counsel or advice, to any Seller, Optionholder or Phantom Award Recipient in connection with the transactions contemplated hereby. Each Seller, Optionholder and Phantom Award Recipient agrees that K&E LLP may represent the Representative, Sun Capital Partners, Inc. and their respective Affiliates in any matter related to the transaction completed hereby including matters which maybe adverse to such Persons and, in furtherance thereof, each Seller, Optionholder and Phantom Award Recipient consents to, and waives, without limitation, restriction or condition of any kind, any actual or potential conflict or other actual or potential objection with respect to K&E LLP's representation of the Representative, Sun Capital Partners, Inc. and their respective Affiliates in any matter related to the transaction completed hereby. (h) Purchaser and its Subsidiaries (including the Company and its Subsidiaries following the Closing) have the right to rely, without independent investigation upon the approval all actions taken or omitted to be taken by the Buyer of such Representative (not pursuant to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change all of which actions or omissions shall be legally binding upon the Sellers, Optionholders and Phantom Award Recipients. Purchaser and its Subsidiaries (including the Company and its Subsidiaries) shall be fully protected in dealing with the identity Representative under this Agreement and the Ancillary Documents and may rely upon the authority of the Representative to act on behalf of the Sellers, Optionholders and Phantom Award Recipients. Any payment by Purchaser and its Subsidiaries (including the Company and its Subsidiaries) to the Representative to the extent authorized under and in compliance with this Agreement shall be effective unless considered a payment by Purchaser and until Buyer receives notice of such change in accordance with Section 9.1its Subsidiaries (including the Company and its Subsidiaries) to the Sellers, Optionholders or Phantom Award Recipients, as applicable, and Purchaser and its Subsidiaries (including the Company and its Subsidiaries) shall have no Liability to any Seller, Optionholder or Phantom Award Recipient for any payments so made.

Representative. (a) By virtue of Each Seller hereby appoints Brazos Equity ▇▇ ▇▇, LLC as its representative, to act as Representative under and as contemplated by and in connection with the execution of this Purchase Agreement or acceptance of any consideration pursuant to this and the Ancillary Agreements, including the Escrow Agreement. In furtherance thereof, each Unitholder irrevocably nominates, constitutes and appoints the Seller agrees that Representative will act as the true and lawful agent and attorney‑in‑fact of attorney-in-fact for each such UnitholderSeller and the other Seller Indemnifying Parties, with full power in his, her or its name and on his, her or its behalf authority to act according to represent each such Seller and the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representativeother Seller Indemnifying Parties, and the heirs, successors, and assigns of each of them, with respect to do all things and to perform all acts, including (1) amending matters arising under the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Ancillary Agreements, including the Escrow Agreement but not including any Seller’s Noncompetition Agreement, if applicable (8) receiving from Buyer and distributing all provisions herein dealing with Representative’s right to the respective Unitholders act on behalf of a Seller under any written reports delivered by Buyer pursuant to Section 1.6(hAncillary Agreements will not include such Seller’s Noncompetition Agreement, if applicable), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts under any such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall will be binding upon each such Seller Indemnifying Party and the Unitholdersheirs, successors, and assigns of each of them, as if expressly ratified and confirmed in writing by each of them, and no Unitholder shall Seller Indemnifying Party will have the right to objectobject to, dissentdissent from, protest protest, or otherwise contest the same. As to TAMUS, Without limiting the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions generality of the foregoing, Representative as to the determination will have full power and authority, on behalf of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Paymentseach Seller, and the settlement heirs, successors, and assigns of each of them, to interpret the terms and provisions of the Purchase Agreement and the Ancillary Agreements, including the Escrow Agreement, to amend the Purchase Agreement and any claims Ancillary Agreement on behalf of each Seller to the extent such party’s rights are not adversely effected thereby, to give and receive notices on behalf of such Seller, to dispute or fail to dispute any claim under the Purchase Agreement and/or the Escrow Agreement and/or any other Ancillary Agreement, including any claim for indemnification by a Buyer Indemnified Party pursuant to under Section 7.6 hereof, facilitating 6.2 or Article VIII of the disbursement Purchase Agreement and/or the terms of the Escrow Amount (or Agreement, to negotiate and compromise any portion thereof) via dispute that may arise under the Representative pursuant to Purchase Agreement and/or the Escrow Agreement or and/or any other actions required to be taken by the Representative Ancillary Agreement, including any claim for indemnification under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions Section 6.2 or decisions Article VIII of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with Purchase Agreement and/or the Transaction Documents, including the determination terms of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant Escrow Agreement, to Section 1.3sign any release or other documents with respect to any such dispute or claim, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the appoint a successor Representative, and to make any and all decisions and determinations relating to rights and obligations of any or all Seller Indemnifying Parties under the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, Purchase Agreement and/or the Escrow Agreement or and/or any other agreements entered into in connection with the transactions contemplated by this Ancillary Agreement. A Seller Indemnifying Party will be deemed a party or a signatory to any agreement, except for frauddocument, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Paymentsinstrument, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the certificate for which Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directlysigns on behalf of, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretionrespect to, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s FundSeller Indemnifying Party. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.1.

Representative. (a) By virtue of In order to efficiently administer the execution transactions contemplated hereby, including any actions that the Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the matters set forth in Sections 1.6 and 1.7, the Company Stockholders, by their adoption of this Agreement or and the approval of the Merger, by their acceptance of any consideration pursuant Merger Consideration and/or the completion and execution of the Letters of Transmittal or other agreement or documentation that may be required with respect to this Agreementthe Company Stockholders, each Unitholder irrevocably nominates, constitutes and appoints hereby designate the Representative as the their representative, true and lawful attorney-in-fact and exclusive agent and attorney‑in‑fact of such Unitholderfor all purposes set forth herein, with full power in his, her or its name and on his, her or its behalf to act according to the terms of this Agreement, and hereby authorize the Transaction Documents 39881135.1 ACTIVE/118012393.3 Representative to: (i) take all actions required or permitted by, and exercise all rights granted to, the Representative in this Agreement, the discretion Escrow Agreement or the Representative Engagement Agreement; (ii) review the Closing Statement, deliver any Objection Notice with respect thereto, and discuss, negotiate, resolve and fully and finally settle on behalf of the RepresentativeCompany Stockholders, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating any Objection Items or other disputes with respect to the determination of Closing Indebtedness, Unpaid Company Transaction Expenses, Closing Net Working Capital and the Definitive Initial Purchase final determination of any adjustment to the Total Merger Consideration pursuant to Section 1.3, 1.6; (5iii) determining, disputing and facilitating take all action necessary in connection with the disbursement waiver of any condition to the obligations of the Milestone PaymentsCompany or the Company Stockholders to consummate the transactions contemplated hereby; (iv) discuss, negotiate, resolve and fully and finally settle on behalf of the Company Stockholders any claims for indemnification by any Indemnified Party pursuant to this Agreement; (v) give and receive notices and communications to or from Buyer (on behalf of itself or any other Indemnified Party) and/or the Escrow Agent relating to this Agreement, the Priority Review Voucher Payments, Escrow Agreement or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount transactions and other matters contemplated hereby or thereby; (vi) receive and accept service of legal process in connection with any claim or any portion thereof) in accordance with other proceeding against the Company Stockholders or the Company arising under this Agreement or the Escrow Agreement; (vii) negotiate, undertake, compromise, defend, resolve and settle any suit, proceeding or dispute under this Agreement or the Escrow Agreement on behalf of the Company Stockholders; execute and deliver all agreements, certificates and documents required or deemed appropriate by the Representative, in his/her/its capacity as the Representative, in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (viii) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Representative in connection with any of the transactions contemplated by this Agreement (including executing and delivering the Escrow Agreement); (ix) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement or the Escrow Agreement; (x) to the fullest extent permitted by Law, agree to and approve of modifications or amendments to this Agreement or to the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering agreements of such modification or amendment; and (xi) to the fullest extent permitted by Law, take all agreementsother actions (including defending or enforcing any actions, certificatesand to make, receiptsdeliver and sign any certificate, instructions and other instruments contemplated bynotice, consent or deemed advisable instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement) necessary or appropriate in the reasonable judgment of the Representative in connection withwith any transaction contemplated hereunder or for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any Circumstance. Notwithstanding the foregoing, the Transaction Documents. Any such actions taken by the Representative (i) shall have no obligation to act on behalf of the Unitholders Company Stockholders, except as expressly provided hereunder shall be binding on all Unitholdersherein, in the Escrow Agreement, Paying Agent Agreement and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power in the Representative Engagement Agreement and for purposes of attorney and all authority hereby conferred is coupled with an interestclarity, is granted in consideration other than as set forth herein, there are no obligations of the mutual covenants Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule and agreements made herein(ii) may not amend, shall be irrevocable and shall not be terminated by any act alter, modify, waive or otherwise change the limitations on the indemnification obligations of any one or more Unitholders, or by operation the LDS Church as set forth in Section 8.6 without the written consent of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to terminationLDS Church. (b) All decisions and actions by Fortis Advisors LLC hereby accepts its appointment as the initial Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer Any notice or communication given or received by, and its Affiliates any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Representative shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Company Stockholders and shall be able final, binding and conclusive upon each such Company Stockholder and such Company Stockholder’s successors; and Buyer, each Indemnified Party and the Escrow Agent shall be entitled to rely conclusively on upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Company Stockholder. To the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3fullest extent permitted by Law, the determinationBuyer, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, each Indemnified Party and the settlement of Escrow Agent are hereby relieved from any claims for indemnification by a Buyer Indemnified Party pursuant liability to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party Person for any action taken acts done by them in accordance with any such Person in reliance upon the instructions notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or decisions instruction of the Representative; . (iid) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative The Joining Company Stockholders hereby agree that: (on behalf of the Unitholders) and not with any Unitholder; (iiii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and each of the Joining Company Stockholders, and, to the fullest extent permitted by Law, no Unitholder Joining Company Stockholders shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omittedtaken, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Representative Engagement Agreement or any other the agreements entered into in connection with the transactions contemplated by this Agreementancillary hereto, except for fraud, bad faith, gross negligence fraud or willful misconduct by on the part of the Representative; ; (ivii) to the fullest extent permitted by Law, the provisions of this Section 1.8 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) are independent and severable, are irrevocable and coupled with an interest interest, and shall be enforceable notwithstanding any rights or remedies that any Unitholder Joining Company Stockholder may have in connection with the transactions contemplated hereby; by this Agreement, and (ii) shall survive the death, incompetence, bankruptcy or liquidation of any Joining Company Stockholder and shall be binding on any successor thereto, and (iii) shall survive the delivery of an assignment by any Joining Company Stockholder of the whole or any fraction of his, her or its interest in the Escrow Fund; (iii) no Joining Company Stockholder shall have any cause of action against the Representative for any action taken or not taken, any decision made or any instruction given or not given by the Representative under this Agreement, the Escrow Agreement, the Representative Engagement Agreement and the agreements and instruments contemplated hereby and thereby, except for causes of action for fraud or willful breach of this Agreement or the Escrow Agreement by the Representative or the Representative’s gross negligence or willful misconduct; (iv) remedies available at Law for any breach of the provisions of this Section 1.8 are inadequate; therefore, the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if the Buyer brings an action to enforce the provisions of this Section 1.8; (v) the Representative shall be entitled to: (i) reasonably rely upon the Closing Payment Schedule, (ii) rely upon any signature reasonably believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Joining Company Stockholder; and (vi) the provisions of this Section 1.7 1.8 shall be binding upon the executors, heirs, legal representatives representatives, personal representatives, successors and successors permitted assigns of the Buyer, the Representative, and each UnitholderJoining Company Stockholder, and any references in this Agreement to a Unitholder Joining Company Stockholder shall mean and include the successors to such Unitholderthe Joining Company Stockholder’s rights hereunder, whether pursuant to testamentary disposition, the laws Laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (de) The Unitholders will indemnify, defend Joining Company Stockholder and hold harmless Buyer acknowledge and agree that the Representative from can resign upon thirty (30) days’ written notice to the Advisory Group and against may be removed and/or replaced at any lossestime upon the affirmative written consent of Joining Company Stockholders holding a majority of the aggregate Pro Rata Percentage of all Joining Company Stockholders. Upon the due removal and/or replacement of the Representative, liabilitiesBuyer and the newly appointed Representative shall provide prompt written notice to the Escrow Agent concerning such replacement. (f) At the Closing, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses an amount in cash equal to $350,000 (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative LossesReserve Fund”) arising out shall be withheld from the Total Merger Consideration payable to, and therefore shall not be paid to, the Company Stockholders at the Closing (each such withholding to be made on a Pro Rata Percentage with respect to each Company Stockholder), but instead shall be delivered to the Representative to be held by the Representative in a dedicated account for the payment of any Representative Losses or other expenses incurred by the Representative in connection with performing the Representative’s enforcement of its rights under duties assigned to the Representative pursuant to this Agreement, the Escrow Agreement and the Representative Engagement Agreement. The Representative is not providing any investment supervision, recommendations or advice. The Representative is not acting as a withholding agent or in any other agreement entered into similar capacity in connection with the transactions contemplated by this AgreementRepresentative Reserve Fund, in each case as such Representative Loss is suffered and has no tax reporting or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earningsincome distribution obligations. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Representative Reserve Fund shall be used by the Representative solely to pay the reasonable out-of-pocket costs or expenses actually incurred by or reasonably expected to be incurred by the Representative in connection with the acceptance, performance and administration of its duties as the Representative pursuant to this Agreement. Any remaining balance in the Representative Reserve Fund shall be released by the Representative to the Company Stockholders (or to the Paying Agent for further distribution to the Company Stockholders) at such time as the Representative determines that the Representative Reserve Fund is no longer necessary or desirable, and each Company Stockholder shall be entitled to an amount equal to such Company Stockholder’s Pro Rata Percentage of such amount so released. Prior to any such release of the Representative Reserve Fund, the Representative shall deliver to Buyer an updated Closing Payment Schedule setting forth the portion of the Representative Reserve Fund payable to each Company Stockholder. (g) Certain Company Stockholders have entered into an engagement agreement (the “Representative Engagement Agreement”) with the Representative (such Company Stockholders, including their individual representatives, collectively, the “Advisory Group”). As soon between the Company Stockholders and the Representative, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Representative Group”) shall be liable for any act done or omitted in connection with this Agreement, the Escrow Agreement, the Representative Engagement Agreement or the agreements ancillary hereto while acting in good faith, and any act done or omitted to be done pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Stockholders shall indemnify, defend and hold harmless the Representative Group from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs, judgments and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment and in connection with seeking recovery from insurers) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement, the Escrow Agreement, the Paying Agent Agreement, the Representative Engagement Agreement and any agreements ancillary hereto, in each case as practicable following such Representative Loss is suffered or incurred; provided, that in the completion event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud or willful misconduct of the Representative’s responsibilities, the Representative will distribute reimburse the balance of Company Stockholders the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions amount of such portions of the Representative’s Fund to the Unitholders indemnified Representative Loss to the extent attributable to such fraud or willful misconduct. If not paid directly to the Representative determinesby the Company Stockholders, any such Representative Losses may be recovered by the Representative from the Representative Reserve Fund; provided, that while this section allows the Representative to be paid from the aforementioned sources of funds, this does not relieve the Company Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds or otherwise incur any financial liability on behalf of the Company Stockholders or otherwise. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities (including the Representative Reserve Fund), which, in its sole discretionreasonable determination, such portions are no longer required sufficient to be retained. In the event protect the Representative determinesagainst the costs, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to and liabilities which may be incurred, each Unitholder hereby authorizes incurred by the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closingin performing such actions. Notwithstanding anything in this Agreement to the contrary hereincontrary, Buyer shall have no any restrictions or limitations on liability or obligation indemnification obligations of the Company Stockholders set forth elsewhere in this Agreement are not intended to any Person in connection with, or relating tobe applicable to the indemnities provided to the Representative under this section. The foregoing indemnities and immunities will survive the Closing, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns resignation or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity removal of the Representative shall be effective unless and until Buyer receives notice or any member of such change in accordance with Section 9.1the Advisory Group or the termination of this Agreement or the Escrow Agreement.

Representative. (a) By virtue of the execution of this Agreement or acceptance of any consideration pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes and appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and DI hereby designate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ to act as my “Purchaser Representative” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act in connection with evaluating the merits and the risks of an investment in the Parent Common Stock. I hereby designate ▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable as my “Representative” as such term is used in the Merger Agreement and I recognize that the Representative is appointed, authorized and empowered to serve as be the Representativeexclusive proxy, the successor determined by operation representative, agent and attorney-in-fact of myself and of each of the next sentence shallCompany Holders, upon written notice with full power of substitution and resubstitution (and such power of attorney being deemed to Buyerbe an irrevocable power coupled with an interest), become the Representative for to undertake all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) actions and responsibilities as specified in Section 9.6 of the outstanding Voting Units (as defined Merger Agreement. All authority conferred or agreed to be conferred in the Operating Agreement) as this Company Holder Agreement and all of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment my obligations hereunder will be binding on all Unitholdersupon my successors, provided assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives (collectively, “Successors-in-Interest”) and will not be affected by, and will survive, my death, incapacity or bankruptcy. I acknowledge and agree that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashionParent, the Unitholders Surviving Corporation, and any other person may replace such Representative at conclusively and absolutely rely, without inquiry, upon any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity action of the Representative as my action in all matters referred to in the Merger Agreement. I agree that the Representative shall have full power and authority to represent me with respect to all matters arising under the Merger Agreement and such representation shall be effective unless binding upon me, as if expressly confirmed and until Buyer receives notice of such change ratified in accordance writing by me. The Parent and the Surviving Corporation may rely on the Representative as my exclusive agent and shall incur no liability to any party with Section 9.1respect to any action taken or suffered by it in reliance thereon.

Representative. (a) By virtue As an integral component of the execution terms and conditions of this Agreement and the Merger, the Representative is hereby irrevocably appointed, authorized and empowered as the representative of the Equityholders, Blocker Seller and their respective successors and permitted assigns for the purposes specified in this Agreement and the Escrow Agreement and all actions taken by the Representative hereunder and thereunder will be binding upon all such Equityholders, Blocker Seller and their respective successors. The Representative may take any and all actions which it believes are necessary or acceptance of any consideration pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes and appoints appropriate in connection with the purposes for which it serves as the Representative as specified in this Agreement and the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name Escrow Agreement for and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the RepresentativeEquityholders and Blocker Seller, and to do all things and to perform all actsincluding, including (1) amending the Transaction Documentswithout limitation, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to approving or contesting the determination of the Definitive Initial Purchase Consideration Total Equity Value and the Blocker Adjustment (or any elements thereof) pursuant to Section 1.33.7 and all actions in connection with any distributions to be made in respect thereof pursuant to Section 3.8, (5) determiningconsenting to, disputing compromising or settling all claims and facilitating the disbursement of the Milestone Paymentsmatters in connection with such determination or distributions, conducting negotiations with Parent and other applicable counterparties and their agents regarding claims and matters in connection with such determination or distributions, dealing with Parent, the Priority Review Voucher PaymentsSurviving Entity and its Subsidiaries, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with Agent, under this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h)as applicable, in connection with such determination or distributions, and (9) executing and delivering all agreementsengaging counsel, certificates, receipts, instructions and accountants or other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative representatives on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, Equityholders and D▇▇▇▇▇▇ ▇Blocker Seller in connection with the foregoing matters. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration Without limiting the generality of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUSforegoing, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the will have full power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination authority on behalf of the Definitive Initial Purchase Consideration pursuant Equityholders and Blocker Seller to Section 1.3, the determination, dispute and facilitating the disbursement interpret all of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement terms and provisions of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to connection with the determination of the Definitive Initial Purchase Consideration Total Equity Value and the Blocker Adjustment (or any elements thereof) pursuant to Section 1.3, the determination, dispute 3.7 and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of all actions in connection with any claims for indemnification by a Buyer Indemnified Party distributions to be made in respect thereof pursuant to Section 7.6 hereof3.8 and to consent to any waiver of this Agreement or the Escrow Agreement, facilitating the disbursement or any amendment of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as on behalf of all such Representative Loss is suffered or incurred Equityholders and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer Blocker Seller and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; their respective successors and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses permitted assigns in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on determination of the Representative’s Fund Total Equity Value and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses Blocker Adjustment (or any other corporate purposes elements thereof) pursuant to Section 3.7 and will not voluntarily make these funds available to its creditors all actions in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance connection with the Allocation Schedule. The Representative may make earlier any distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In made in respect thereof pursuant to Section 3.8; provided that, notwithstanding the event the Representative determinesforegoing, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to this Agreement may only be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations amended or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change modified in accordance with Section 9.115.2. The Representative hereby accepts such appointment.

Representative. For purposes of this Agreement, the Escrowed Holders, without any further action on the part of any such Escrowed Holder, shall be deemed to have consented to the appointment of ▇▇▇▇▇ ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇ ▇▇▇▇▇▇▇ is offered and accepts a full-time management position with Parent, the Surviving Corporation or any of their Affiliates, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall become the Representative automatically and without any further action on the part of the Escrowed Holders) as the Representative of such Escrowed Holders, as the attorney-in-fact for and on behalf of each such Escrowed Holder, and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including the exercise of the power to (a) By virtue of the execution of this Agreement or acceptance of any consideration pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes and appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with execute this Agreement and the Escrow Agreement, (8) receiving from Buyer b) authorize delivery to Parent and distributing the Surviving Corporation of the Escrow Fund, or any portion thereof, in satisfaction of Indemnification Claims, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to the respective Unitholders such Indemnification Claims, (d) resolve any written reports delivered by Buyer pursuant to Section 1.6(h)Indemnification Claims, and (9e) executing take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing and delivering all agreementsof the other terms, certificates, receipts, instructions conditions and other instruments contemplated by, or deemed advisable in connection withlimitations of this Agreement and the Escrow Agreement. Accordingly, the Transaction Documents. Any such actions taken by the Representative has unlimited authority and power to act on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled each Escrowed Holder with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant respect to this Agreement and the Escrow Agreement in respect thereofand the disposition, shall be binding upon the Unitholderssettlement or other handling of all Indemnification Claims, rights or obligations arising from and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration taken pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, this Agreement or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other Agreement. The Escrowed Holders will be bound by all actions required to be taken by the Representative under in connection with this Agreement or the Transaction DocumentsEscrow Agreement, and Parent and the Surviving Corporation shall be entitled to rely on any action or decision of the Representative. The Representative will incur no Unitholder shall have any cause of action against any Buyer Indemnified Party for liability with respect to any action taken or suffered by such Person him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the instructions proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or decisions inaction, except his own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreement, the Representative may rely on the advice of counsel, and the Representative will not be liable to Escrowed Holders for anything done, omitted or suffered in good faith by the Representative based on such advice. Subject to and in accordance with the terms of the Representative; (ii) Buyer shall be required Escrow Agreement, up to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination $250,000 of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions reasonable expenses of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, paid from the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with Fund on an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earningsbasis. The Representative will hold these funds separate from its corporate funds, will not use these funds be required to take any action involving any expense unless the payment of such expense is made or provided for its operating expenses or in a manner satisfactory to him. At any other corporate purposes and will not voluntarily make these funds available to its creditors in time during the event of bankruptcy. As soon as practicable following the completion term of the Representative’s responsibilitiesEscrow Agreement, the Representative will distribute the balance Escrowed Holders entitled to a majority in interest of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to Escrow Amount can appoint a new Representative, Representative by written consent by sending notice and upon a copy of the approval by Buyer of duly executed written consent appointing such Representative, such new Representative to Parent and the Escrow Agent. Such appointment will be binding on all Unitholderseffective upon the later of the date indicated in the consent or the date such consent is received by Parent, provided that Buyer mayMerger Sub (or, if after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashionEffective Time, the Unitholders may replace such Representative at any time (iSurviving Corporation) by and the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.1Escrow Agent.

Representative. (a) By the approval of this Agreement pursuant to Delaware Law (or otherwise) and effective upon and by virtue of the Stockholder Approval, and without any further act of any of the Stockholders, and by execution of this Agreement or acceptance Option Cancellation Agreements by each of any consideration pursuant the Optionholders with respect to this Agreementeach such Optionholder, each Unitholder the Stockholders and Optionholders hereby irrevocably nominates, constitutes and appoints appoint the Representative as the true representative, agent, proxy, and lawful agent attorney-in-fact for all the Stockholders and attorney‑in‑fact of such Unitholder, with Optionholders for all purposes under this Agreement including the full power and authority on the Stockholders’ and Optionholders’ behalf: (i) to consummate the transactions contemplated under this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in hisconnection herewith, her (ii) to negotiate disputes arising under, or its name relating to, this Agreement and on histhe other agreements, her instruments, and documents contemplated hereby or its behalf executed in connection herewith, (iii) to act according receive and disburse to the terms Stockholders and Optionholders (subject to Section 13.13(f) below) any funds received on behalf of the Transaction Documents 39881135.1 ACTIVE/118012393.3 Stockholders and Optionholders under this Agreement or otherwise, (iv) to withhold any amounts received on behalf of the Stockholders and Optionholders pursuant to this Agreement or otherwise to satisfy any and all obligations or liabilities incurred by the Stockholders, Optionholders or the Representative in the discretion performance of their duties hereunder, (v) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of the Representative, Stockholders or Optionholders) and (vi) to do take all things and other actions to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination be taken by or on behalf of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing Stockholders and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) Optionholders in accordance connection with this Agreement and the Escrow other agreements, instruments, and documents contemplated hereby or executed in connection herewith. The Stockholders and Optionholders, by approving this Agreement, (8) receiving from Buyer further agree that such agency and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is proxy are coupled with an interest, is granted in consideration are therefore irrevocable without the consent of the mutual covenants and agreements made herein, shall be irrevocable Representative and shall not be terminated by any act survive the death, incapacity, bankruptcy, dissolution or liquidation of any one Stockholder or more Unitholders, or by operation of Law, whether by death or other eventOptionholder. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon all of the UnitholdersStockholders and Optionholders, and no Unitholder Stockholder or Optionholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the The Representative shall have no liability to duties or obligations hereunder, including any Unitholder for any action taken or omittedfiduciary duties, decision made or 39881135.1 ACTIVE/118012393.3 instruction given except those set forth herein, and such duties and obligations shall be determined solely by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the express provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (eb) At By the Closingapproval of this Agreement pursuant to Delaware Law (or otherwise), Buyer shall deliver [***] Dollars each Stockholder and Optionholder hereby severally, for itself only and not jointly, agrees to indemnify and hold harmless the Representative and its members, managers, officers, agents and other representatives against all expenses ($[***]) including reasonable attorneys’ fees), judgments, fines and amounts incurred by such Persons in connection with any action, suit or proceeding to which the Representative or such other Person is made a party by reason of the fact that it is or was acting as the Representative pursuant to the terms of this Agreement. (c) Neither the Representative nor any of its members, managers, officers, agents or other representatives shall incur any liability to any Stockholder or Optionholder by virtue of the failure or refusal of such Persons for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder, except for actions or omissions constituting intentional and knowing fraud. The Representative and its members, managers, officers, agents and other representatives shall have no liability in respect of any action, claim or proceeding brought against such Persons by any Stockholder or Optionholder, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, if such Persons took or omitted taking any action in good faith. (the “Representative’s Fund”)d) Upon final resolution of all indemnification obligations and full reimbursement of all expenses, which Representative’s Fund shall be maintained costs, obligations, or liabilities incurred by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes performance of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilitiesduties hereunder, the Representative will shall distribute the balance all remaining funds held by it on behalf of the Representative’s Fund Stockholders and Optionholders to the Unitholders in accordance with Stockholders and Optionholders, it being understood and agreed that such distribution(s) shall be the Allocation Schedule. The Representative may make earlier distributions of such portions responsibility of the Representative’s Fund to Representative only and that neither the Unitholders to Purchaser nor the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative Surviving Corporation shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection withensure that such distribution is, or relating todistributions are, the Representative’s Fundmade. (fe) If D▇▇▇▇▇▇ ▇. ▇▇The parties hereto agree that the fact that ▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable & ▇▇▇▇▇ LLP may have represented the Company prior to serve as Closing shall not prevent ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP from representing the Stockholders (including the Representative) or the Optionholders in connection with any matters involving, including any disputes with, any of the parties hereto after Closing. (f) Notwithstanding any provision to the contrary, the successor determined by operation Representative may pay to the Surviving Corporation or authorize payment to the Surviving Corporation of any amounts to be paid to or on behalf of the next sentence shallOptionholders pursuant to this Agreement or their respective Option Cancellation Agreements, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing which amounts shall be sufficient to appoint a new Representative, paid by Purchaser and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person Surviving Corporation as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative set forth in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.12.04 above.

Representative. The Sellers hereby appoint IPS to act as the “Sellers’ Representative” as (ai) By virtue the agent and true and lawful attorney-in-fact of each Seller, with full power of substitution, and with full capacity and authority in its sole discretion, to act in the name of and for and on behalf of each Seller holder in connection with all matters arising out of, resulting from, contemplated by or related or incident to this Agreement and the Closing contemplated herein and (ii) the agent for service of process for each Seller and the Sellers irrevocably consent to the service of any and all process in any action or proceeding arising out of or relating to this Agreement by the delivery of such process to the Sellers’ Representative. Without limiting the generality of the execution foregoing, the power of the Sellers’ Representative shall include the power to represent each Seller with respect to all aspects of this Agreement, which power shall include, without limitation, the power to (i) waive any and all conditions of this Agreement, (ii) amend this Agreement and any agreement executed in connection herewith in any respect, (iii) bring, assert, defend, negotiate or acceptance of settle any consideration claims or actions for indemnity pursuant to this Agreement, each Unitholder irrevocably nominates(iv) retain legal counsel and be reimbursed by the Sellers for all fees, constitutes expenses and appoints the Representative as the true and lawful agent and attorney‑in‑fact other charges of such Unitholderlegal counsel, with full power in his(v) designate an agent to receive, her hold and disburse monies or its name securities paid or delivered hereunder; (vi) receive notices or other communications, (vii) deliver any notices, certificates or other documents required and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, (viii) take all such other action and to do all such other things as the Sellers’ Representative deems necessary or advisable with respect to this Agreement, including, without limitation, to provide all approvals and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination consents of the Definitive Initial Purchase Consideration pursuant Sellers contemplated hereunder. The Purchaser shall have the absolute right and authority to Section 1.3, (5) determining, disputing and facilitating rely upon the disbursement of the Milestone Payments, the Priority Review Voucher Payments, acts taken or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing omitted to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions be taken by the Sellers’ Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, Sellers and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon the Unitholders, and no Unitholder Purchaser shall have the right no duty to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative inquire as to the determination acts and omissions of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Sellers’ Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Sellers’ Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection withrefuses to, or relating tois no longer capable of, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve serving as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Sellers’ Representative hereunder, the written agreement Sellers by approval of Unitholders representing those holders entitled to receive at least fifty-one percent (51%) 65% of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing Purchase Price hereunder shall be sufficient to promptly appoint a new Representative, successor Sellers’ Representative who shall thereafter be a successor Sellers’ Representative hereunder and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Sellers’ Representative shall be effective unless serve until such successor is duly appointed and until Buyer receives notice of such change in accordance with Section 9.1qualified to act hereunder.

Representative. (a) By virtue of the execution of this Agreement or acceptance of any consideration pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes Fortis Advisors LLC is hereby constituted and appoints the Representative appointed as the true and lawful exclusive agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name for and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in Seller Indemnitors and is the discretion of the Representative, and to do Representative for all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims purposes under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement. Without limiting the generality of the foregoing, the Representative has full power and authority, on behalf of each Seller Indemnitor, to (i) interpret the terms and provisions of this Agreement, any Ancillary Agreement and the documents to be executed and delivered by the Seller Indemnitors in connection herewith, including the Escrow Agreement and the Representative Agreement, (8) receiving from Buyer ii) execute and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), deliver and (9) executing and delivering receive deliveries of all agreements, certificates, receiptsstatements, instructions notices, approvals, extensions, waivers, undertakings, amendments and other instruments contemplated by, documents required or deemed advisable permitted to be given in connection withwith the consummation of the transactions contemplated by this Agreement, including the Escrow Agreement, (iii) receive service of process in connection with any claims under this Agreement, the Transaction Documents. Any such Escrow Agreement or the Representative Agreement, (iv) agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any claims under this Agreement, any Ancillary Agreement or any other documents to be executed and delivered by any of the Seller Indemnitors, and take all actions taken by necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing, (v) give and receive notices and communications, (vi) take all actions necessary or appropriate in the judgment of the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or Seller Indemnitors in connection with this Agreement, the Escrow Agreement or and the Representative Agreement, (vii) make any other agreements entered into determinations and settle any matters in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by adjustments to the Representative; (iv) the provisions of this Estimated Cash Merger Consideration in Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses 2.11 (including authorizing delivery to Parent of the fees and expenses Adjustment Escrow Funds or any portion thereof), (viii) authorize delivery to any Parent Indemnitee of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement Funds or any other agreement entered into portion thereof in connection with satisfaction of claims brought by any Parent Indemnitee for Losses, (ix) in the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer Founders and the Unitholders. If not paid directly Founder Stockholder, authorize delivery to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each Parent Indemnitee of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses Founder Escrow Funds or any other corporate purposes and will not voluntarily make these funds available to its creditors portion thereof in the event satisfaction of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing claims brought by any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability Parent Indemnitee for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. Losses (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheldix). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.1.

Representative. (a) By virtue of the execution of this Agreement or acceptance of any consideration pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes and appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the The “Representative, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder ” shall initially be binding on all Unitholders, and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ . By voting in favor of the Merger and/or by executing and submitting a Transmittal Letter, each Equity Holder irrevocably makes, constitutes and appoints the Representative as its, his or her true and lawful agent, attorney-in-fact and representative and authorizes and empowers him to fulfill the role of the Representative contemplated hereunder for purposes of this Agreement. The Representative shall have full power of substitution to act and decide to give consent and instruction, as applicable, in the name, place and stead of the Equity Holders and each of them in all matters in connection with this Agreement and the Escrow Agreement. Without limitation, the Representative’s power shall include the following powers: give and receive notices and communications; the power to act for the Equity Holders and to authorize payment from the Escrow Amount with regard to the indemnification under Article VIII; to agree to, negotiate, enter into settlements of or compromise any claim on behalf of or against the Equity Holders; to authorize agreement to or dispute the adjustment to the Purchase Price; the power to do or refrain from doing all such further acts and things on behalf of the Equity Holders that the Representative deems necessary or appropriate in his good faith discretion, and to execute all such documents as the Representative shall deem necessary or appropriate in connection therewith; and the power to receive service of process in connection with any claims hereunder. Actions taken by the Representative in accordance with this Section 3.08 shall be binding upon each Equity Holder, and Buyer and Merger Sub shall be entitled to rely upon such actions by the Representative. By execution of this Agreement, the Representative hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration In the event of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act incapacity of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between a successor representative will be appointed by the Representative and Buyer relating vote or the written consent of the Equity Holders holding a majority of the Company Stock immediately prior to the determination Effective Time. In the event such action is taken by majority written consent, a copy of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, such consent shall be binding upon the Unitholders, and no Unitholder shall have the right mailed to object, dissent, protest or otherwise contest the sameall other Equity Holders within a reasonable time following such execution. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates The Equity Holders shall be able entitled to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to change the Representative by the Unitholders, any such Representative Losses may be recovered by vote of the Representative from (i) Equity Holders holding a majority of the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable Company Stock immediately prior to the Unitholders; Effective Time and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become such change to be effective as of the date such notice is received by Buyer. The Representative shall not be liable to any Equity Holder for any act done or omitted under this Agreement or the Escrow Agreement as the Representative for all purposes hereunder. If, at while acting in good faith and any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior act done or omitted pursuant to the Closing advice of counsel shall be sufficient conclusive evidence of such good faith. The Equity Holders shall jointly and severally indemnify (except with respect to appoint a new the ESOT, which shall be several) and hold the Representative, and upon the approval each successor thereof, harmless from any and all liability and expenses (including, without limitation, counsel fees) which may arise out of any action taken or omitted by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person him as Representative in such fashion, accordance with this Agreement or the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Escrow Agreement, no change in as the identity of same may be amended, modified or supplemented, except such liability and expense as may result from any act done or omitted under this Agreement or the Escrow Agreement as the Representative other than in good faith. This indemnification shall be effective unless survive the closing or termination of this Agreement and until Buyer receives notice of such change in accordance with Section 9.1the Escrow Agreement.

Representative. (a) By virtue Each of the execution of this Agreement or acceptance of any consideration pursuant to this Agreement, each Unitholder irrevocably nominates, constitutes Principals and IMS Holdco hereby appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power as his, her or its exclusive agent and attorney-in-fact (the "Representative") (i) to give and receive notices and communications with respect to the provisions of attorney this Agreement, (ii) to amend the terms of this Agreement, (iii) to agree to, negotiate, enter into settlements or compromises of matters arising under the provisions of this Agreement, and (iv) to take any and all authority hereby conferred actions necessary or appropriate in the judgment of the Representative to be taken on behalf of the Principals and IMS Holdco under such provisions of this Agreement. Such agency and that of any successor representative is irrevocable and coupled with an interest; provided, is granted in consideration of the mutual covenants and agreements made hereinhowever, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no authority to act on behalf of any Principal or IMS Holdco with respect to an indemnity claim under Section 7.2.2. In the event the Representative refuses to, or is no longer capable of, serving as the Representative hereunder, the other Principals shall promptly appoint a successor Representative who shall thereafter be the successor Representative hereunder and the Representative shall serve until such successor is duly appointed and qualified to act hereunder. The Principals and IMS Holdco hereby agree that the Representative shall not have any liability to the Company or any Unitholder of its subsidiaries, if any, for any action taken he takes or omittedomits to take hereunder (or under any agreement or instrument referred to herein) in his capacity as Representative, decision made unless such action or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, omission constitutes bad faith, gross negligence faith or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights . Notices or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement communications to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, from the Representative must obtain written approval shall constitute notice to defend or settle any claims from the Principals and/or IMS Holdco in respect of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly matters relating to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest Any decision, act, consent or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity instruction of the Representative shall constitute a decision of all of the Principals and IMS Holdco, and shall be effective unless final, binding and until Buyer receives notice conclusive upon each Principal and IMS Holdco, and the Purchaser may rely upon any decision, act, consent or instruction of such change in accordance with Section 9.1the Representative as being the decision, act, consent or instruction of IMS Holdco and each and every Principal.

Representative. For purposes of this Agreement, the Demi▇▇ ▇▇▇reholders, without any further act of any Demi▇▇ ▇▇▇reholder, shall be deemed to have consented to and approved (a) By virtue the use of the execution Escrow Shares as collateral for Demi▇▇'▇ ▇▇▇ the Demi▇▇ ▇▇▇reholders' indemnification obligations under Section 10 of this Agreement or acceptance the Plan of any consideration pursuant to Reorganization in the manner set forth in this Agreement, each Unitholder irrevocably nominates, constitutes and appoints (b) the Representative as the true and lawful agent and attorney‑in‑fact appointment of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and D▇▇▇▇Robe▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ hereby accepts such appointment. This power as the Representative of attorney the Demi▇▇ ▇▇▇reholders under this Agreement and as the attorney-in-fact and agent for and on behalf of each Demi▇▇ ▇▇▇reholder, and the taking by the Representative of any and all authority hereby conferred is coupled with an interestactions and the making of any decisions required or permitted to be taken by him under this Agreement (including, is granted in consideration without limitation, the exercise of the mutual covenants power to: authorize delivery to Worldtalk of Escrow Shares in satisfaction of claims by Worldtalk; agree to, negotiate, enter into settlements and agreements compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims; resolve any claim made hereinpursuant to Section 10 of the Plan of Reorganization; and take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing) and (c) all of the other terms, shall be irrevocable conditions and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other eventlimitations in the Escrow Agreement. As to TAMUSAccordingly, the Representative must obtain written approval has unlimited authority and power to defend or settle any claims act on behalf of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant each Demi▇▇ ▇▇▇reholder with respect to this Agreement and the Escrow Agreement disposition, settlement or other handling of all claims, rights or obligations arising under this Agreement, so long as all Demi▇▇ ▇▇▇reholders are treated in respect thereof, shall material respects in the same manner. The Demi▇▇ ▇▇▇reholders will be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification bound by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other all actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, and Worldtalk and the Escrow Agreement Agent shall be entitled to rely on any action or any other agreements entered into decision of the Representative as constituting the actions of the Demi▇▇ ▇▇▇reholders. In performing such functions, the Representative will not be liable to the Demi▇▇ ▇▇▇reholders in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, absence of gross negligence or willful misconduct misconduct. All actions and notices by the Representative hereunder shall be signed by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of resign from such portions of the Representative’s Fund to the Unitholders to the extent the Representative determinesposition, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, effective upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person being appointed to act as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.1.the

Representative. (a) By virtue of the execution of this Agreement or acceptance of any consideration pursuant to this Agreementa. The Equityholders, each Unitholder irrevocably nominates, constitutes Bonus Recipients and appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and DConvertible Noteholders have agreed that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable constituted and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by appointed as the Representative, including any agreement between the Representative and Buyer relating to the determination act on behalf of all of the Definitive Initial Purchase Consideration pursuant to Section 1.3Equityholders, Bonus Recipients and Convertible Noteholders for the purposes specified herein. For purposes of this Agreement, the determinationterm “Representative” shall mean the representative, dispute true and facilitating lawful agent, proxy and attorney in fact of each Equityholder, Bonus Recipient and Convertible Noteholder for all purposes of this Agreement, with full power and authority on each such Equityholder’s, Bonus Recipient’s and Convertible Noteholder’s behalf, and such Equityholder’s, Bonus Recipient’s and Convertible Noteholder’s successors and assigns, with full power of substitution in the disbursement of the Milestone Paymentspremises, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required with respect to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to matters under this Agreement and the Escrow Agreement in respect thereofTransaction Documents, shall be binding upon the Unitholdersincluding, and no Unitholder shall have the right to objectwithout limitation, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer to consummate the transactions contemplated herein, (ii) to pay such Equityholder’s, Bonus Recipient’s and its Affiliates shall be able Convertible Noteholder’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) to rely conclusively receive, give receipt and disburse any funds received hereunder on the instructions behalf of or to such Equityholder, Bonus Recipient and decisions of the Representative as Convertible Noteholder and each other Equityholder, Bonus Recipient and Convertible Noteholder and to hold back from disbursement any such funds to the determination extent it reasonably determines may be necessary, (iv) to execute and deliver any certificates representing the Company Stock and execution of the Definitive Initial Purchase Consideration pursuant such further instruments as Parent shall reasonably request, (v) to Section 1.3execute and deliver on behalf of such Equityholder, the determinationBonus Recipient and Convertible Noteholder all documents contemplated herein and any amendment or waiver hereto, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant (vi) to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any take all other actions required to be taken by the Representative under the Transaction Documentsor on behalf of such Equityholder, Bonus Recipient and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or Convertible Noteholder in connection with the Transaction Documentsherewith, (vii) to negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration without limitation, disputes regarding any adjustment pursuant to Section 1.32.12, the determination, dispute (viii) to give and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (receive notices on behalf of such Equityholder, Bonus Recipient and Convertible Noteholder and (ix) to do each and every act and exercise any and all rights which such Equityholder, Bonus Recipient and Convertible Noteholder is, or the UnitholdersCompany Stockholders, Optionholders, Bonus Recipients or Convertible Noteholders (as applicable) collectively are, permitted or required to do or exercise under this Agreement. Each Equityholder, Bonus Recipient and not with any Unitholder; (iii) all actionsConvertible Noteholder, decisions and instructions by approving the principal terms of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against Merger, accepting the Representativeconsideration payable to them hereunder, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this completion and execution of a Joinder Agreement, the Escrow Optionholder Agreement, Payment Agreement or any other agreements entered into payoff letter (as applicable) irrevocably grant unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, except for fraudas fully to all intents and purposes as the Equityholders, bad faithBonus Recipients or Convertible Noteholders might or could do in person. Each of the Equityholders, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 Bonus Recipients and Convertible Noteholders agrees that such agency and proxy are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with interest, are therefore irrevocable without the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal consent of the Representative and shall survive the death, incapacity or the termination bankruptcy of this Agreement. (e) At the Closingany Equityholder, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, Bonus Recipient or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earningsConvertible Noteholder. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of hereby accepts such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fundappointment. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.1.

Representative. (a) By virtue For purposes of Claims under Section 9.02 that are payable under the execution of this Agreement or acceptance of any consideration pursuant to this Escrow Agreement, each Unitholder irrevocably nominates, constitutes and appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according Genisys Shareholders hereby consent to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion appointment of the Representative, as representative of the Genisys Shareholders, and to do all things as the attorney-in-fact for and to perform all actson behalf of each Genisys Shareholder, including (1) amending the Transaction Documentsand, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating subject to the determination express limitation set forth below, the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative for Claims under Section 9.02 that are payable under the Escrow Agreement, including, without limitation, the exercise of the Definitive Initial Purchase Consideration pursuant power to Section 1.3, (5i) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement authorize delivery to ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ of the Escrow Amount (Shares, or any portion thereof, in satisfaction of any Claims, (ii) agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any Claims, (iii) resolve any Claims, and (iv) take all actions necessary in accordance with the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. The Representative will have unlimited authority and power to act on behalf of each Genisys Shareholder with respect to Claims under Section 9.02 that are payable under the Escrow Agreement and the disposition, (8) receiving from Buyer and distributing to settlement or other handling of all Claims, rights or obligations arising under Section 9.02 that are payable under the respective Unitholders any written reports delivered Escrow Agreement so long as all Genisys Shareholders are treated in the same manner. The Genisys Shareholders will be bound by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative in connection with Claims under Section 9.02 that are payable under the Escrow Agreement, and ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ will be entitled to rely on behalf any action or decision of the Unitholders as provided hereunder shall Representative. In performing the functions specified in Section 9.02 and the Escrow Agreement, the Representative will not be binding on all Unitholders, and D▇liable to the Genisys Shareholders in the absence of gross negligence or willful misconduct. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power the position of attorney and all authority hereby conferred is coupled with an interest, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided subject to the right to resign as set forth below. The Representative may resign from such position, effective upon a new representative being appointed in writing by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion Genisys Shareholders who beneficially own a majority of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement, except for fraud, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Unitholder may have in connection with the transactions contemplated hereby; and (v) the provisions of this Section 1.7 shall be binding upon the executors, heirs, legal representatives and successors of each Unitholder, and any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s enforcement of its rights under this Agreement, the Escrow Agreement or any other agreement entered into in connection with the transactions contemplated by this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, that while this Section 1.7 allows the Representative to be paid from each of the aforementioned sources of funds, this does not prevent the Representative from seeking any remedies available to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earningsShares. The Representative will hold these funds separate not be entitled to receive any compensation from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable the Genisys Shareholders in connection with this Agreement or the Escrow Agreement. Any out-of-pocket costs and expenses reasonably incurred by the Representative in connection with actions taken pursuant to serve as the Representative, terms of Section 9.02 and the successor determined by operation Escrow Agreement will be paid (but not out of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (iEscrow Shares) by the written agreement of Unitholders representing at least fifty-one percent (51%) of Genisys Shareholders to the outstanding Voting Units (as defined Representative in proportion to their percentage interests in the Operating Agreement) Escrow Shares as of immediately prior set forth on ATTACHMENT A to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Escrow Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.1.

Representative. (a) By virtue Seller, each Unitholder and, upon execution and delivery to Purchaser and Parent of the execution of this Agreement or acceptance of any consideration pursuant to this Acknowledgment and Joinder Agreement, each Unitholder irrevocably nominates, constitutes and other Seller Investor Party hereby appoints the Representative as the true and lawful agent and attorney‑in‑fact of such Unitholder, with full power in his, her or its name and on his, her or its behalf to act according to the terms of the Transaction Documents 39881135.1 ACTIVE/118012393.3 in the discretion of the Representative, and to do all things and to perform all acts, including (1) amending the Transaction Documents, (2) waiving rights, (3) discharging liabilities and obligations, (4) making all decisions relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, (5) determining, disputing and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, (6) defending and settling of any claims under Section 7.6, (7) facilitating the disbursement of the Escrow Amount (or any portion thereof) in accordance with this Agreement and the Escrow Agreement, (8) receiving from Buyer and distributing to the respective Unitholders any written reports delivered by Buyer pursuant to Section 1.6(h), and (9) executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by, or deemed advisable in connection with, the Transaction Documents. Any such actions taken by the Representative on behalf of the Unitholders as provided hereunder shall be binding on all Unitholders, and DP▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts such appointment. This power as its representative and its true and lawful attorney-in-fact and agent, with full powers of attorney substitution and resubstitution, in its name, place and stead, in any and all authority hereby conferred is coupled with an interestcapacities, is granted in consideration of the mutual covenants and agreements made herein, shall be irrevocable and shall not be terminated by any act of any one or more Unitholders, or by operation of Law, whether by death or other event. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. Furthermore, the power of attorney provided to the Representative by TAMUS is revocable and subject to termination. (b) All decisions and actions by the Representative, including any agreement between the Representative and Buyer relating to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or the defense or settlement of any claims for which the Unitholders may be required to indemnify the Buyer Indemnified Parties pursuant to Section 7.6 hereof as well as facilitating the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding upon the Unitholders, and no Unitholder shall have the right to object, dissent, protest or otherwise contest the same. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (c) Each Unitholder agrees that: (i) Buyer and its Affiliates shall be able to rely conclusively on the instructions and decisions of the Representative as to the determination of the Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and facilitating the disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, and the settlement of any claims for indemnification by a Buyer Indemnified Party pursuant to Section 7.6 hereof, facilitating the disbursement of the Escrow Amount (or any portion thereof) via the Representative pursuant to the Escrow Agreement or any other actions required to be taken by the Representative under the Transaction Documents, and no Unitholder shall have any cause of action against any Buyer Indemnified Party for any action taken by such Person in reliance upon the instructions or decisions of the Representative; (ii) Buyer shall be required to file and negotiate any claims or disputes related to or in connection with the Transaction Documents, including the determination of the Estimated Initial Purchase Consideration and Definitive Initial Purchase Consideration pursuant to Section 1.3, the determination, dispute and disbursement of the Milestone Payments, the Priority Review Voucher Payments, or Royalty Payments, or indemnification by the Unitholders pursuant to Section 7.6 hereof, only with the Representative (on behalf of the Unitholders) and not with any Unitholder; (iii) all actions, decisions and instructions of the Representative shall be conclusive and binding upon all Unitholders and no Unitholder shall have any cause of action against the Representative, and the Representative shall have no liability to any Unitholder for any action taken or omitted, decision made or 39881135.1 ACTIVE/118012393.3 instruction given by the Representative under or in connection with this Agreement, the Escrow Agreement or any other agreements entered into in connection with the transactions contemplated by this Agreement and the Escrow Agreement, except for fraudgranting unto said attorney-in-fact and agent, bad faith, gross negligence or willful misconduct by the Representative; (iv) the provisions of this Section 1.8 are independent full power and severable, are irrevocable authority to do and coupled with an interest perform each and shall every act and thing requisite and necessary to be enforceable notwithstanding any rights or remedies that any Unitholder may have done in connection with the transactions contemplated hereby; hereby and (v) thereby as fully to all intents and purposes as it might or could do in person. Without limiting the provisions of this Section 1.7 shall be binding upon foregoing, Seller, each Unitholder and each other Seller Investor Party hereby irrevocably appoint Representative as their sole representative to act as the executors, heirs, legal representatives attorney-in-fact and successors agent and on behalf of each Unitholder, and of them for the purposes of: (i) supervising the Closing; (ii) taking any references in this Agreement to a Unitholder shall mean and include the successors to such Unitholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. As to TAMUS, the Representative must obtain written approval to defend or settle any claims of TAMUS. (d) The Unitholders will indemnify, defend and hold harmless the Representative from and against any losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document locationactions that may be necessary or desirable, duplication and shipment) (collectivelyas determined by Representative, “Representative Losses”) arising out of or in his sole discretion, in connection with the Representative’s enforcement amendment of its rights under this Agreement, or waiver of any provision in this Agreement; (iii) accepting notices (including, without limitation, Notices of Claim) on their behalf; (iv) to act for each of them with regard to matters pertaining to indemnification referred to in this Agreement and the Escrow Agreement, including the power to compromise any indemnity claim on their behalf; (v) executing and delivering, on behalf of Seller, such Unitholder and such other Seller Investor Party, any and all notices, documents or certificates to be executed by any of them in connection with this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby; (vi) to act for each of them with regard to matters pertaining to litigation (with the Unitholders and the other Seller Investor Parties hereby agreeing severally, but not jointly, to contribute, in respect of any amounts paid (or required to be paid) in settlement or compromise of such matters, their pro rata portion of such amounts based on their Pro Rata Share); and (vii) granting any consent, waiver or approval on behalf of each of them under this Agreement and the Escrow Agreement. As the representative under this Agreement and the Escrow Agreement, Representative shall act as the agent for Seller, all Unitholders and all other Seller Investor Parties, shall have authority to bind each such Person in accordance with this Agreement, and Purchaser may rely on such appointment and authority until the receipt of notice of the appointment of a successor upon two (2) Business Days’ prior written notice to Purchaser. Purchaser may conclusively rely upon, without independent verification or investigation, all decisions made by Representative in connection with this Agreement in writing and signed by Representative. (b) Neither Representative nor any agent employed by Representative shall be liable to Seller, any Unitholder or any other agreement entered into Seller Investor Party relating to the performance of Representative’s duties under this Agreement for any errors in judgment, negligence, oversight, breach of duty or otherwise except to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the acts or omissions of Representative constituted willful misconduct or fraud. Representative shall be severally (but not jointly) indemnified and held harmless by the Unitholders and the other Seller Investor Parties, on a Pro Rata Share basis, against all costs and expenses incurred by Representative in the course of performance of Representative’s duties hereunder and losses, including costs of defense, paid or incurred in connection with any action, suit, proceeding or claim to which Representative is made a party by reason of the transactions contemplated by fact that Representative was acting as Representative pursuant to this Agreement, in each case as such Representative Loss is suffered or incurred and (i) is actually caused by the fraud, gross negligence or willful misconduct of the Unitholders or the Company or (ii) relates directly to a dispute (including a claim for indemnification) between Buyer and the Unitholders. If not paid directly to the Representative by the Unitholders, any such Representative Losses may be recovered by the Representative from (i) the funds in the Representative’s Fund; (ii) any Escrow Amounts at such time as any such amounts would otherwise be distributable to the Unitholders; and (iii) any Milestone Payments, Priority Review Voucher Payments, or Royalty Payments at such time as any such amounts would otherwise be distributable to the Unitholders; provided, however, that while this Section 1.7 allows Representative shall not be entitled to indemnification hereunder to the extent it is finally determined by a court of competent jurisdiction by clear and convincing evidence that the acts or omissions of Representative constituted willful misconduct or fraud. Representative shall be protected in acting upon any notice, statement or certificate believed by Representative to be paid genuine and to have been furnished by the appropriate Person and in acting or refusing to act in good faith on any matter. (c) In the event that Representative resigns from each its position as Representative, a successor Representative shall be appointed by a Majority-in-Interest as promptly as practicable. Each successor Representative shall have all of the aforementioned sources power, authority and rights conferred by this Agreement upon the initial Representatives and the term “Representatives” herein shall be deemed to include any successor Representative. “Majority-in-Interest” means Unitholders and other Seller Investor Parties that, collectively, receive not less than 50.1% of funds, this does not prevent the Representative from seeking any remedies available Purchase Price paid pursuant to it at law or otherwise. The Unitholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement. (e) At the Closing, Buyer shall deliver [***] Dollars ($[***]) to the Representative (the “Representative’s Fund”), which Representative’s Fund shall be maintained by the Representative in a segregated client account. The Representative’s Fund shall be used for the purposes of paying directly, or reimbursing the Representative for, any Third Party expenses in connection with the transactions contemplated by this Agreement. The Unitholders will not receive any interest or earnings on the Representative’s Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Representative’s responsibilities, the Representative will distribute the balance of the Representative’s Fund to the Unitholders in accordance with the Allocation Schedule. The Representative may make earlier distributions of such portions of the Representative’s Fund to the Unitholders to the extent the Representative determines, in its sole discretion, such portions are no longer required to be retained. In the event the Representative determines, in its sole discretion, that the Representative’s Fund is insufficient to satisfy expenses that are reasonably likely to be incurred, each Unitholder hereby authorizes the Representative to withhold 39881135.1 ACTIVE/118012393.3 amounts reasonably anticipated to be required from the disbursement of Milestone Payments, Priority Review Voucher Payments, and Royalty Payments. The Unitholders acknowledge that the Representative is not providing any investment supervision, recommendations or advice. The Representative shall have no responsibility or liability for any loss of principal of the Representative’s Fund other than as a result of its bad faith or fraud. For Tax purposes, the Representative’s Fund shall be treated as having been received and voluntarily set aside by the Unitholders at the time of the Closing. Notwithstanding anything to the contrary herein, Buyer shall have no liability or obligation to any Person in connection with, or relating to, the Representative’s Fund. (f) If D▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ resigns or subsequently becomes unable to serve as the Representative, the successor determined by operation of the next sentence shall, upon written notice to Buyer, become the Representative for all purposes hereunder. If, at any time, there is no Representative hereunder, the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing shall be sufficient to appoint a new Representative, and upon the approval by Buyer of such Representative, such appointment will be binding on all Unitholders, provided that Buyer may, after a reasonable time period during which there is no Representative hereunder, appoint a Person as Representative upon written notice to the Unitholders. If the Buyer appoints a Person as Representative in such fashion, the Unitholders may replace such Representative at any time (i) by the written agreement of Unitholders representing at least fifty-one percent (51%) of the outstanding Voting Units (as defined in the Operating Agreement) as of immediately prior to the Closing and (ii) upon the approval by the Buyer of such Representative (not to be unreasonably withheld). Notwithstanding anything to the contrary in this Agreement, no change in the identity of the Representative shall be effective unless and until Buyer receives notice of such change in accordance with Section 9.1.