Common use of Securityholder Agent Clause in Contracts

Securityholder Agent. (a) By approving the Merger and/or participating in the Merger and receiving any benefits hereunder, and without any further action of any of the Company Holders or the Company, each Company Holder irrevocably approves the constitution and appointment of, and hereby irrevocably constitutes and appoints, Fortis Advisors LLC, a Delaware limited liability company, as the true and lawful exclusive agent, representative and attorney-in-fact of all Company Holders (the “Securityholder Agent”) with respect to any and all matters relating to, arising out of, or in connection with, this Agreement, including for purposes of taking any action or omitting to take any action on behalf of the Company Holders to: (i) execute, as the Securityholder Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Contemplated Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of the Company Holders or any Company Holder, to or from Parent (on behalf of itself or any other Parent Indemnified Person) relating to this Agreement or any of the Contemplated Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each such Company Holder individually), (iii) act for the Company Holders with regard to all matters pertaining to indemnification under this Agreement, including the power to defend, compromise, or settle any claims and to otherwise prosecute or pursue any litigation claims, and the Release from Indemnity of any of the Indemnity Fund, including to review, negotiate and agree to and authorize any Release from Indemnity to Parent of any amount from the Indemnity Fund in satisfaction of claims asserted by Parent (on behalf of itself or any other Parent Indemnified Person, including by not objecting to such claims) pursuant to this Section 9, (iv) object to such claims pursuant to Section 9.7, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Contemplated Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of the Company Holders or any Company Holder or necessary in the judgment of the Securityholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Company Holders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Company Holders (other than with respect to the payment of the consideration contemplated in Section 2) in accordance with the terms hereof and in the manner provided herein, and (viii) take or refrain from taking the foregoing and all other actions necessary or appropriate in the judgment of the Securityholder Agent for the accomplishment of the foregoing or otherwise relating to the subject matter of this Agreement, in each case without having to seek or obtain the consent of any Person under any circumstance. Without limiting the foregoing, by approving the Merger and/or participating in the Merger and receiving any benefits hereunder, and without any further action of any of the Company Holders or the Company, each Company Holder irrevocably grants to the Securityholder Agent a power of attorney for such Company Holder for the purpose of taking any actions deemed necessary or advisable by the Securityholder Agent in connection with any Release from Indemnity of the Indemnity Fund pursuant to this Agreement, and Parent and the Parent Transfer Agent shall each be an express third-party beneficiary of such power of attorney. Notwithstanding the foregoing or anything else herein, the Securityholder Agent shall have no obligation to act on behalf of the Company Holders, except as expressly provided herein and in the Securityholder Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholder Agent in any ancillary agreement (other than any Parent Stockholder Support Agreement to which the Securityholder Agent is a party, to the extent expressly set forth therein), schedule, exhibit or the Company Disclosure Schedule. The powers, immunities and rights to indemnification granted to the Securityholder Agent Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Company Holder of the whole or any fraction of his, her or its interest in the Indemnity Fund. All actions, notices, communications, and determinations by or on behalf of the Company Holders in connection with this Agreement may be given or made by the Securityholder Agent and all actions, notices, communications and determinations by the Securityholder Agent under this Agreement or the Securityholder Agent Engagement Agreement shall conclusively be deemed to have been authorized by, and shall be binding upon, any of and all Company Holders and each such Company Holder’s successors as if expressly confirmed and ratified in writing by such Company Holder, and no Company Holder shall have the right to object, dissent, protest or otherwise contest the same. All defenses which may be available to any Company Holder to contest, negate or disaffirm the action of the Securityholder Agent taken in good faith under this Agreement or the Securityholder Agent Engagement Agreement are waived. Parent, Merger Subs, and their respective Affiliates (including after the Second Effective Time, the Surviving Company) shall be entitled to rely on the appointment of Fortis Advisors LLC as the Securityholder Agent and treat such Securityholder Agent as the duly appointed attorney-in-fact of each Company Holder and has having the duties, power and authority provided for in this Section (c). The Company Holders shall be bound by all actions taken and documents executed by the Securityholder Agent in connection with this Section 9, and Parent and other Parent Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Securityholder Agent. The Person serving as the Securityholder Agent may be removed or replaced from time to time, or if such Person resigns from its position as the Securityholder Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of stock held in the Indemnity Fund, upon not less than thirty (30) days’ prior written notice to Parent. The immunities and rights to indemnification granted to the Securityholder Agent Group hereunder shall survive the resignation or removal of the Securityholder Agent or any member of the Advisory Group and the Closing and/or any termination of this Agreement. No bond shall be required of the Securityholder Agent. (b) Certain Company Holders have entered into an engagement agreement (the “Securityholder Agent Engagement Agreement”) with the Securityholder Agent to provide direction to the Securityholder Agent in connection with its services under this Agreement and the Securityholder Agent Engagement Agreement (such Company Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Securityholder Agent nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Securityholder Agent Group”) shall be liable to any Company Holder for any act done or omitted in connection with the acceptance or administration of the Securityholder Agent’s responsibilities hereunder or under the Securityholder Agent Engagement Agreement, including any hereunder as the Securityholder Agent while acting in good faith (and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith), unless and only to the extent such act done or omitted constitutes gross negligence or willful misconduct. The Company Holders shall severally but not jointly indemnify and defend the Securityholder Agent Group and hold the Securityholder Agent Group harmless against any loss, Liability, claim, damage, judgment, fine, amount paid in settlement, fee, cost or expense (collectively, the “Securityholder Agent Expenses”) incurred without gross negligence, willful misconduct or bad faith on the part of the Securityholder Agent and arising out of, resulting from or in connection with the acceptance or administration of its duties hereunder or under the Securityholder Agent Engagement Agreement, including all reasonable out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Securityholder Agent. If not paid directly to the Securityholder Agent by the Company Holders, such losses, Liabilities or other Securityholder Agent Expenses may be recovered by the Securityholder Agent first, from the Expense Fund, and second, from that portion of the Indemnity Fund otherwise to be Released from Indemnity to the Company Holders (and not distributed or distributable to an Parent Indemnified Person or subject to a pending indemnification claim of an Parent Indemnified Person) on or after the Indemnity Release Date pursuant to the terms hereof, or any other distribution to the Company Holders, in each case at the time of distribution, and/or directly from the Company Holders, and such recovery will be made from such Company Holders according to their respective Pro Rata Share of such losses, Liabilities or other Securityholder Agent Expenses. The Company Holders acknowledge that the Securityholder Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Securityholder Agent Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Securityholder Agent shall not be required to take any action unless the Securityholder Agent has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Securityholder Agent against the costs, expenses and liabilities which may be incurred by the Securityholder Agent in performing such actions. The Securityholder Agent shall be entitled to: (i) rely upon the Allocation Certificate and any other document or information provided by or on behalf of the Company or the Advisory Group as to the allocation of distributions to the Company Holders or other matters relating to the Company Holders, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Holder or other party. (c) After the Closing, any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Securityholder Agent that is within the scope of the Securityholder Agent’s authority under Section 9.8(a) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Company Holders and shall be final, binding and conclusive upon each such Company Holders; and each Parent Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Company Holders. Parent, Merger Subs, the Surviving Company and the Parent Indemnified Persons are hereby relieved from any Liability to any Person for any acts done by them in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Securityholder Agent. (d) The Expense Fund Amount shall be held by the Securityholder Agent in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Securityholder Agent for any Securityholder Agent Expenses incurred pursuant to this Agreement or the Securityholder Agent Engagement Agreement, or (ii) as otherwise determined by the Advisory Group (the “Expense Fund”). The Securityholder Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholder Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Company Indemnitors will not receive any interest on the Expense Fund and assign to the Securityholder Agent any such interest. Subject to Advisory Group approval, the Securityholder Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Holders. As soon as reasonably determined by the Securityholder Agent that the Expense Fund is no longer required to be withheld, the Securityholder Agent shall distribute the remaining Expense Fund (if any) to the Exchange Agent or Parent, as applicable, for further distribution to the Company Indemnitors in accordance with their respective Pro Rata Share. Upon deposit of the Expense Fund Amount with the Securityholder Agent in accordance with Section 2.11, for Tax purposes, Parent shall be deemed to have paid each Company Indemnitor its, his or her share of the Expense Fund Amount and then each Company Indemnitor shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Securityholder Agent.

Securityholder Agent. (a) By approving For purposes of this Agreement, -------------------- immediately and automatically upon the Merger and/or participating in approval of this Agreement by the Merger and receiving any benefits hereunderrequisite vote or written consent of the Company's stockholders, and as further confirmed by each holder of Shares and Company Warrants upon execution and delivery in accordance with the instructions set forth therein of the letter of transmittal contemplated by Section 1.10(b), and, without any further action on the part of any of the Company Holders or the Companysuch holder, each holder of Shares or Company Holder irrevocably approves Warrants shall be deemed to have consented to the constitution and appointment of, and hereby irrevocably constitutes and appoints, Fortis Advisors LLC, a Delaware limited liability companyof ▇▇▇▇ ▇▇▇▇▇▇▇, as the true and lawful exclusive agenthis, her or its representative and the attorney-in-fact of all Company Holders (the “Securityholder Agent”) with respect to any and all matters relating to, arising out of, or in connection with, this Agreement, including for purposes of taking any action or omitting to take any action on behalf of the Company Holders to: (i) execute, as the Securityholder Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Contemplated Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of each such holder of Shares or Company Warrants, and the Company Holders taking by the Securityholder Agent of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, the Escrow Agreement and the Registration Rights Agreement, including the exercise of the power to (i) execute the Escrow Agreement and the Registration Rights Agreement, (ii) authorize delivery to Parent and Acquisition of the Escrow Amount, or any Company Holderportion thereof, to in satisfaction of Survival Period Indemnification Claims or from Parent (on behalf of itself or any other Parent Indemnified Person) relating to this Agreement or any of the Contemplated Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each such Company Holder individually)Excess Indemnification Claims, (iii) act for the Company Holders with regard to all matters pertaining to indemnification under this Agreement, including the power to defend, compromise, or settle any claims and to otherwise prosecute or pursue any litigation claims, and the Release from Indemnity of any of the Indemnity Fund, including to review, negotiate and agree to and authorize any Release from Indemnity to Parent of any amount from the Indemnity Fund in satisfaction of claims asserted by Parent (on behalf of itself or any other Parent Indemnified Person, including by not objecting to such claims) pursuant to this Section 9, (iv) object to such claims pursuant to Section 9.7, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, into settlements and compromises of, and demand arbitration of and comply with Orders orders of courts and awards of arbitrators with respect toto such Survival Period Indemnification Claims or Excess Indemnification Claims, such claims, (iv) resolve any such claims, Survival Period Indemnification Claims and (v) take any actions in connection with the resolution of any dispute relating hereto or to the Contemplated Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of the Company Holders or any Company Holder or necessary in the judgment of the Securityholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Company Holders, (vii) consent or agree to any amendment to this Escrow Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Company Holders (other than with respect to the payment of the consideration contemplated in Section 2) in accordance with the terms hereof and in the manner provided herein, and (viii) take or refrain from taking the foregoing and all other actions necessary or appropriate in the judgment of the Securityholder Agent for the accomplishment of the foregoing or otherwise relating to the subject matter of this Agreement, in each case without having to seek or obtain the consent of any Person under any circumstance. Without limiting the foregoing, by approving the Merger and/or participating in the Merger and receiving any benefits hereunder, and without any further action of any of the Company Holders or the Company, each Company Holder irrevocably grants to the Securityholder Agent a power of attorney for such Company Holder for the purpose of taking any actions deemed necessary or advisable by the Securityholder Agent in connection with any Release from Indemnity of the Indemnity Fund pursuant to this Agreement, and Parent and the Parent Transfer Agent shall each be an express third-party beneficiary of such power of attorneyRegistration Rights Agreement. Notwithstanding the foregoing or anything else hereinAccordingly, the Securityholder Agent shall have no obligation has unlimited authority and power to act on behalf of each holder of Shares or Company Warrants with respect to this Agreement and the Company HoldersEscrow Agreement and the disposition, except as expressly provided herein settlement or other handling of all Survival Period Indemnification Claims and in the Securityholder Agent Engagement AgreementExcess Indemnification Claims, rights or obligations arising from and for purposes of clarity, there are no obligations of the Securityholder Agent in any ancillary agreement (other than any Parent Stockholder Support Agreement taken pursuant to which the Securityholder Agent is a party, to the extent expressly set forth therein), schedule, exhibit or the Company Disclosure Scheduleeach such agreement. The powers, immunities and rights to indemnification granted to the Securityholder Agent Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy holders of Shares or liquidation of any Company Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Company Holder of the whole or any fraction of his, her or its interest in the Indemnity Fund. All actions, notices, communications, and determinations by or on behalf of the Company Holders in connection with this Agreement may be given or made by the Securityholder Agent and all actions, notices, communications and determinations by the Securityholder Agent under this Agreement or the Securityholder Agent Engagement Agreement shall conclusively be deemed to have been authorized by, and shall be binding upon, any of and all Company Holders and each such Company Holder’s successors as if expressly confirmed and ratified in writing by such Company Holder, and no Company Holder shall have the right to object, dissent, protest or otherwise contest the same. All defenses which may be available to any Company Holder to contest, negate or disaffirm the action of the Securityholder Agent taken in good faith under this Agreement or the Securityholder Agent Engagement Agreement are waived. Parent, Merger Subs, and their respective Affiliates (including after the Second Effective Time, the Surviving Company) shall be entitled to rely on the appointment of Fortis Advisors LLC as the Securityholder Agent and treat such Securityholder Agent as the duly appointed attorney-in-fact of each Company Holder and has having the duties, power and authority provided for in this Section (c). The Company Holders shall Warrants will be bound by all actions taken and documents executed by the Securityholder Agent in connection with this Section 9Agreement or the Escrow Agreement or, to the extent provided therein, the Registration Rights Agreement, and Parent and other Parent Indemnified Persons Acquisition shall be entitled to rely exclusively on any action or decision of the Securityholder Agent. The Person serving as Securityholder Agent will incur no liability with respect to any action taken or suffered by him or her in reliance upon any notice, direction, instruction, consent, statement or other document believed by him or her to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his or her own willful misconduct or gross negligence. In all questions arising under this Agreement, the Registration Rights Agreement or the Escrow Agreement, the Securityholder Agent may rely on the advice of counsel, and the Securityholder Agent will not be removed liable to anyone for anything done, omitted or replaced from time suffered in good faith by the Securityholder Agent based on such advice. The Securityholder Agent will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him or her. At any time, or if such Person resigns from its position as the Securityholder Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of stock held in Escrow Amount, determined at the Indemnity FundEffective Time, upon not less than thirty (30) days’ prior written notice to Parent. The immunities and rights to indemnification granted to the Securityholder Agent Group hereunder shall survive the resignation or removal of the Securityholder Agent or any member of the Advisory Group and the Closing and/or any termination of this Agreement. No bond shall be required of the Securityholder Agent. (b) Certain Company Holders have entered into an engagement agreement (the “Securityholder Agent Engagement Agreement”) with the Securityholder Agent to provide direction to the Securityholder Agent in connection with its services under this Agreement and the Securityholder Agent Engagement Agreement (such Company Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Securityholder Agent nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Securityholder Agent Group”) shall be liable to any Company Holder for any act done or omitted in connection with the acceptance or administration of the Securityholder Agent’s responsibilities hereunder or under the Securityholder Agent Engagement Agreement, including any hereunder as the Securityholder Agent while acting in good faith (and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith), unless and only to the extent such act done or omitted constitutes gross negligence or willful misconduct. The Company Holders shall severally but not jointly indemnify and defend the Securityholder Agent Group and hold the Securityholder Agent Group harmless against any loss, Liability, claim, damage, judgment, fine, amount paid in settlement, fee, cost or expense (collectively, the “Securityholder Agent Expenses”) incurred without gross negligence, willful misconduct or bad faith on the part of the Securityholder Agent and arising out of, resulting from or in connection with the acceptance or administration of its duties hereunder or under the Securityholder Agent Engagement Agreement, including all reasonable out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Securityholder Agent. If not paid directly to the may appoint a new Securityholder Agent by written consent by sending notice and a copy of the Company Holders, written consent appointing such losses, Liabilities or other new Securityholder Agent Expenses may be recovered signed by the Securityholder Agent first, from the Expense Fund, and second, from that portion holders of a majority in interest of the Indemnity Fund otherwise Escrow Amount to Parent and the Escrow Agent. Such appointment will be Released from Indemnity to effective upon the Company Holders later of the date indicated in the consent or the date such consent is received by Parent, Acquisition (and not distributed or distributable to an Parent Indemnified Person or subject to a pending indemnification claim of an Parent Indemnified Person) on or or, if after the Indemnity Release Date pursuant to the terms hereof, or any other distribution to the Company Holders, in each case at the time of distribution, and/or directly from the Company Holders, and such recovery will be made from such Company Holders according to their respective Pro Rata Share of such losses, Liabilities or other Securityholder Agent Expenses. The Company Holders acknowledge that the Securityholder Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Securityholder Agent Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Securityholder Agent shall not be required to take any action unless the Securityholder Agent has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Securityholder Agent against the costs, expenses and liabilities which may be incurred by the Securityholder Agent in performing such actions. The Securityholder Agent shall be entitled to: (i) rely upon the Allocation Certificate and any other document or information provided by or on behalf of the Company or the Advisory Group as to the allocation of distributions to the Company Holders or other matters relating to the Company Holders, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Holder or other party. (c) After the Closing, any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Securityholder Agent that is within the scope of the Securityholder Agent’s authority under Section 9.8(a) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Company Holders and shall be final, binding and conclusive upon each such Company Holders; and each Parent Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Company Holders. Parent, Merger SubsEffective Time, the Surviving Company Corporation) and the Parent Indemnified Persons are hereby relieved from any Liability to any Person for any acts done by them in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Securityholder Escrow Agent. (d) The Expense Fund Amount shall be held by the Securityholder Agent in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Securityholder Agent for any Securityholder Agent Expenses incurred pursuant to this Agreement or the Securityholder Agent Engagement Agreement, or (ii) as otherwise determined by the Advisory Group (the “Expense Fund”). The Securityholder Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholder Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Company Indemnitors will not receive any interest on the Expense Fund and assign to the Securityholder Agent any such interest. Subject to Advisory Group approval, the Securityholder Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Holders. As soon as reasonably determined by the Securityholder Agent that the Expense Fund is no longer required to be withheld, the Securityholder Agent shall distribute the remaining Expense Fund (if any) to the Exchange Agent or Parent, as applicable, for further distribution to the Company Indemnitors in accordance with their respective Pro Rata Share. Upon deposit of the Expense Fund Amount with the Securityholder Agent in accordance with Section 2.11, for Tax purposes, Parent shall be deemed to have paid each Company Indemnitor its, his or her share of the Expense Fund Amount and then each Company Indemnitor shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Securityholder Agent.

Securityholder Agent. (a) By approving For purposes of this Agreement, immediately and automatically upon the Merger and/or participating in approval of this Agreement by the Merger and receiving any benefits hereunderrequisite vote or written consent of the Company's shareholders, and and, without any further action on the part of any such shareholders, each shareholder of the Company Holders or shall be deemed to have consented to the Company, each Company Holder irrevocably approves the constitution and appointment of, and hereby irrevocably constitutes and appoints, Fortis Advisors LLC, a Delaware limited liability companyof ▇▇▇▇▇ ▇▇▇▇▇, as his, her or its representative (the true "Securityholder Agent") and lawful exclusive agent, representative and the attorney-in-fact of all Company Holders (the “Securityholder Agent”) with respect to any and all matters relating to, arising out of, or in connection with, this Agreement, including for purposes of taking any action or omitting to take any action on behalf of the Company Holders to: (i) execute, as the Securityholder Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Contemplated Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of the Company Holders or any Company Holder, to or from Parent (on behalf of itself or any other Parent Indemnified Person) relating to this Agreement or any of the Contemplated Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each such Company Holder individually)shareholder, and the taking by the Securityholder Agent of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, the Escrow Agreement and the Registration Rights Agreement, including the exercise of the power to (i) execute the Escrow Agreement and the Registration Rights Agreement, (ii) authorize delivery to Parent and Acquisition of the Escrow Shares, or any portion thereof, in satisfaction of Survival Period Indemnification Claims, (iii) act for the Company Holders with regard to all matters pertaining to indemnification under this Agreement, including the power to defend, compromise, or settle any claims and to otherwise prosecute or pursue any litigation claims, and the Release from Indemnity of any of the Indemnity Fund, including to review, negotiate and agree to and authorize any Release from Indemnity to Parent of any amount from the Indemnity Fund in satisfaction of claims asserted by Parent (on behalf of itself or any other Parent Indemnified Person, including by not objecting to such claims) pursuant to this Section 9, (iv) object to such claims pursuant to Section 9.7, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, into settlements and compromises of, and demand arbitration of and comply with Orders orders of courts and awards of arbitrators with respect toto such Survival Period Indemnification Claims, such claims, (iv) resolve any such claims, Survival Period Indemnification Claims and (v) take any actions in connection with the resolution of any dispute relating hereto or to the Contemplated Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of the Company Holders or any Company Holder or necessary in the judgment of the Securityholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Company Holders, (vii) consent or agree to any amendment to this Escrow Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Company Holders (other than with respect to the payment of the consideration contemplated in Section 2) in accordance with the terms hereof and in the manner provided herein, and (viii) take or refrain from taking the foregoing and all other actions necessary or appropriate in the judgment of the Securityholder Agent for the accomplishment of the foregoing or otherwise relating to the subject matter of this Agreement, in each case without having to seek or obtain the consent of any Person under any circumstance. Without limiting the foregoing, by approving the Merger and/or participating in the Merger and receiving any benefits hereunder, and without any further action of any of the Company Holders or the Company, each Company Holder irrevocably grants to the Securityholder Agent a power of attorney for such Company Holder for the purpose of taking any actions deemed necessary or advisable by the Securityholder Agent in connection with any Release from Indemnity of the Indemnity Fund pursuant to this Agreement, and Parent and the Parent Transfer Agent shall each be an express third-party beneficiary of such power of attorneyRegistration Rights Agreement. Notwithstanding the foregoing or anything else hereinAccordingly, the Securityholder Agent shall have no obligation has unlimited authority and power to act on behalf of the each Company Holders, except as expressly provided herein and in the Securityholder Agent Engagement shareholder with respect to this Agreement, the Registration Rights Agreement and for purposes the Escrow Agreement and the disposition, settlement or other handling of clarityall Survival Period Indemnification Claims, there are no rights or obligations of the Securityholder Agent in any ancillary agreement (other than any Parent Stockholder Support Agreement arising from and taken pursuant to which the Securityholder Agent is a party, to the extent expressly set forth therein), schedule, exhibit or the Company Disclosure Schedule. The powers, immunities and rights to indemnification granted to the Securityholder Agent Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Company Holder of the whole or any fraction of his, her or its interest in the Indemnity Fund. All actions, notices, communications, and determinations by or on behalf of the Company Holders in connection with this Agreement may be given or made by the Securityholder Agent and all actions, notices, communications and determinations by the Securityholder Agent under this Agreement or the Securityholder Agent Engagement Agreement shall conclusively be deemed to have been authorized by, and shall be binding upon, any of and all Company Holders and each such Company Holder’s successors as if expressly confirmed and ratified in writing by such Company Holder, and no Company Holder shall have the right to object, dissent, protest or otherwise contest the same. All defenses which may be available to any Company Holder to contest, negate or disaffirm the action of the Securityholder Agent taken in good faith under this Agreement or the Securityholder Agent Engagement Agreement are waived. Parent, Merger Subs, and their respective Affiliates (including after the Second Effective Time, the Surviving Company) shall be entitled to rely on the appointment of Fortis Advisors LLC as the Securityholder Agent and treat such Securityholder Agent as the duly appointed attorney-in-fact of each Company Holder and has having the duties, power and authority provided for in this Section (c)agreement. The Company Holders shall shareholders will be bound by all actions taken and documents executed by the Securityholder Agent in connection with this Section 9Agreement, the Escrow Agreement or the Registration Rights Agreement, and Parent and other Parent Indemnified Persons Acquisition shall be entitled to rely exclusively on any action or decision of the Securityholder Agent. The Securityholder Agent will incur no liability with respect to any action taken or suffered by him or her in reliance upon any notice, direction, instruction, consent, statement or other document believed by him or her to be genuine and to have been signed by the proper Person serving as (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his or her own willful misconduct or gross negligence. In all questions arising under this Agreement, the Registration Rights Agreement or the Escrow Agreement, the Securityholder Agent may rely on the advice of counsel, and the Securityholder Agent will not be removed liable to anyone for anything done, omitted or replaced from time suffered in good faith by the Securityholder Agent based on such advice. The Securityholder Agent will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him or her. At any time, or if such Person resigns from its position as the Securityholder Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount Escrow Shares, determined at the Effective Time, may appoint a new Securityholder Agent by written consent by sending notice and a copy of stock held the written consent appointing such new Securityholder Agent signed by holders of a majority in interest of the Escrow Shares to Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the Indemnity Fundconsent or the date such consent is received by Parent, upon not less than thirty Acquisition (30or, if after the Effective Time, the Surviving Corporation) days’ prior written notice to Parent. The immunities and rights to indemnification granted to the Securityholder Agent Group hereunder shall survive the resignation or removal of the Securityholder Agent or any member of the Advisory Group and the Closing and/or any termination of this Agreement. No bond shall be required of the Securityholder Escrow Agent. (b) Certain Company Holders have entered into an engagement agreement (the “The Securityholder Agent Engagement Agreement”) with will serve without compensation; provided, however, that the Securityholder Agent to provide direction to the Securityholder Agent in connection with its services under this Agreement and the Securityholder Agent Engagement Agreement (such Company Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Securityholder Agent nor its members, managers, directors, officers, contractors, agents and employees nor any member will be compensated at an hourly rate of the Advisory Group (collectively, the “Securityholder Agent Group”) shall be liable to any Company Holder $100 for any act done or omitted time in connection with excess of fifty hours in the acceptance or administration aggregate that he spends in performing the duties of the Securityholder Agent’s responsibilities hereunder or under , in addition to any reasonable expenses the Securityholder Agent Engagement Agreement, including any hereunder as may incur in performing the Securityholder Agent while acting in good faith (and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith), unless and only to the extent such act done or omitted constitutes gross negligence or willful misconduct. The Company Holders shall severally but not jointly indemnify and defend the Securityholder Agent Group and hold the Securityholder Agent Group harmless against any loss, Liability, claim, damage, judgment, fine, amount paid in settlement, fee, cost or expense (collectively, the “Securityholder Agent Expenses”) incurred without gross negligence, willful misconduct or bad faith on the part duties of the Securityholder Agent and arising out of, resulting from or in connection with the acceptance or administration of its duties hereunder or under the Securityholder Agent Engagement Agreement, including all reasonable out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Securityholder Agent. If not paid directly to the Securityholder Agent by the Company Holders, such losses, Liabilities or other Securityholder Agent Expenses may be recovered by the Securityholder Agent first, from the Expense Fund, and second, from that portion of the Indemnity Fund otherwise to be Released from Indemnity to the Company Holders (and not distributed or distributable to an Parent Indemnified Person or subject to a pending indemnification claim of an Parent Indemnified Person) on or after the Indemnity Release Date pursuant to the terms hereof, or any other distribution to the Company Holders, in each case at the time of distribution, and/or directly from the Company Holders, and such recovery will be made from such Company Holders according to their respective Pro Rata Share of such losses, Liabilities or other Securityholder Agent Expenses. The Company Holders acknowledge that the Securityholder Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Securityholder Agent Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Securityholder Agent shall not be required to take any action unless the Securityholder Agent has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Securityholder Agent against the costs, expenses and liabilities which may be incurred by the Securityholder Agent in performing such actions. The Securityholder Agent shall be entitled to: (i) rely upon to make an assessment against the Allocation Certificate and any other document or information provided by or on behalf shareholders of the Company or the Advisory Group as to the allocation of distributions to the Company Holders or other matters relating to the Company Holders, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Holder or other party. (c) After the Closing, any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Securityholder Agent that is within the scope in respect of the Securityholder Agent’s authority under Section 9.8(a) 's time charges or expenses. Such assessment shall constitute a be made by written notice or communication to or bythe Company's shareholders in the manner provided in this Agreement for the giving of notice, or a decision, action, failure in an amount equal to act within a designated period each shareholder's pro rata share of time, agreement, consent, settlement, resolution or instruction any assessment (such pro rata share being based upon the respective ownership interests of all the Company Holders Company's shareholders as of the Closing Date and the due date for payment of the assessment and shall be final, binding and conclusive upon each such Company Holders; and each Parent Indemnified Person shall be entitled specify in reasonable detail the facts or circumstances giving rise to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Company Holdersthe assessment. Parent, Merger Subs, the Surviving Company and the Parent Indemnified Persons are hereby relieved from any Liability to any Person for any acts done by them in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction Each of the Securityholder Agent. Company's shareholders shall make payment in full of its share of any assessment no later than ten (d10) The Expense Fund Amount shall be held by calendar days after the Securityholder Agent payment date specified in the notice of assessment. In the event a segregated client account and shall be used (i) for Company shareholder does not pay the purposes full amount of paying directly or reimbursing the Securityholder Agent for any Securityholder Agent Expenses incurred pursuant to this Agreement or the Securityholder Agent Engagement Agreement, or (ii) as otherwise determined by the Advisory Group (the “Expense Fund”). The Securityholder Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal such shareholder's pro-rata share of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholder Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Company Indemnitors will not receive any interest on the Expense Fund and assign to the Securityholder Agent any such interest. Subject to Advisory Group approval, the Securityholder Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Holders. As soon as reasonably determined by the Securityholder Agent that the Expense Fund is no longer required to be withheldassessment, the Securityholder Agent shall distribute be entitled to payment from such shareholder in the remaining Expense Fund (if any) to amount shown in the Exchange Agent or Parentnotice of assessment, as applicable, for further distribution to the Company Indemnitors in accordance with their respective Pro Rata Share. Upon deposit plus an additional 25% of the Expense Fund Amount with requested assessment as liquidated damages (and not as a penalty) for failure to timely pay the assessment, in addition to any costs of collection, including reasonable attorney's fees and court costs. If a Company shareholder fails to pay all or any portion of the amount owed by such shareholder and such failure continues for at least sixty (60) days, the Securityholder Agent in accordance with Section 2.11, for Tax purposes, Parent shall be deemed entitled to have paid each Company Indemnitor itsreceive payment from the Escrow Account, his or her share which payment shall in no event exceed such shareholder's pro rata portion of the Expense Fund Amount Escrow Shares and then each Company Indemnitor shall result in a corresponding reduction of the shares such shareholder is entitled to receive upon distribution of the Escrow Shares. For purposes of satisfying any such payment, shares deposited into escrow shall be deemed to have voluntarily contributed such amount valued at the average closing price of Parent Common Stock as reported on the NASDAQ National Market for the five trading days immediately preceding the date on which the payment is made. Pending application of the proceeds of an assessment, the Securityholder Agent shall deposit the proceeds of an assessment in a money market demand account at a commercial bank having an office in Santa ▇▇▇▇▇ County, California. Such account will also serve as the depository for any excess funds remaining after application of the proceeds of an assessment, provided that any assessment funds that remain unused for a period of ninety (90) days shall be returned to the Expense Fund held by the Securityholder Agentappropriate Company shareholder.

Securityholder Agent. (a) By approving For purposes of this Agreement, -------------------- immediately and automatically upon the Merger and/or participating in approval of this Agreement by the Merger and receiving any benefits hereunderrequisite vote or written consent of the Company's shareholders, and and, without any further action on the part of any such shareholders, each shareholder of the Company Holders or shall be deemed to have consented to the Company, each Company Holder irrevocably approves the constitution and appointment of, and hereby irrevocably constitutes and appoints, Fortis Advisors LLC, a Delaware limited liability companyof ▇▇▇▇▇ ▇. ▇▇▇▇, as his, her or its representative (the true "Securityholder Agent" ) and lawful exclusive agent, representative and the attorney-in-fact of all Company Holders (the “Securityholder Agent”) with respect to any and all matters relating to, arising out of, or in connection with, this Agreement, including for purposes of taking any action or omitting to take any action on behalf of the Company Holders to: (i) execute, as the Securityholder Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Contemplated Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of the Company Holders or any Company Holder, to or from Parent (on behalf of itself or any other Parent Indemnified Person) relating to this Agreement or any of the Contemplated Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each such Company Holder individually)shareholder, and the taking by the Securityholder Agent of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, the Escrow Agreement and the Registration Rights Agreement, including the exercise of the power to (i) execute the Escrow Agreement and the Registration Rights Agreement, (ii) authorize delivery to Parent and Acquisition of the Escrow Amount, or any portion thereof, in satisfaction of Survival Period Indemnification Claims, (iii) act for the Company Holders with regard to all matters pertaining to indemnification under this Agreement, including the power to defend, compromise, or settle any claims and to otherwise prosecute or pursue any litigation claims, and the Release from Indemnity of any of the Indemnity Fund, including to review, negotiate and agree to and authorize any Release from Indemnity to Parent of any amount from the Indemnity Fund in satisfaction of claims asserted by Parent (on behalf of itself or any other Parent Indemnified Person, including by not objecting to such claims) pursuant to this Section 9, (iv) object to such claims pursuant to Section 9.7, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, into settlements and compromises of, and demand arbitration of and comply with Orders orders of courts and awards of arbitrators with respect toto such Survival Period Indemnification Claims, such claims, (iv) resolve any such claims, Survival Period Indemnification Claims and (v) take any actions in connection with the resolution of any dispute relating hereto or to the Contemplated Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of the Company Holders or any Company Holder or necessary in the judgment of the Securityholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Company Holders, (vii) consent or agree to any amendment to this Escrow Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Company Holders (other than with respect to the payment of the consideration contemplated in Section 2) in accordance with the terms hereof and in the manner provided herein, and (viii) take or refrain from taking the foregoing and all other actions necessary or appropriate in the judgment of the Securityholder Agent for the accomplishment of the foregoing or otherwise relating to the subject matter of this Agreement, in each case without having to seek or obtain the consent of any Person under any circumstance. Without limiting the foregoing, by approving the Merger and/or participating in the Merger and receiving any benefits hereunder, and without any further action of any of the Company Holders or the Company, each Company Holder irrevocably grants to the Securityholder Agent a power of attorney for such Company Holder for the purpose of taking any actions deemed necessary or advisable by the Securityholder Agent in connection with any Release from Indemnity of the Indemnity Fund pursuant to this Agreement, and Parent and the Parent Transfer Agent shall each be an express third-party beneficiary of such power of attorneyRegistration Rights Agreement. Notwithstanding the foregoing or anything else hereinAccordingly, the Securityholder Agent shall have no obligation has unlimited authority and power to act on behalf of the each Company Holders, except as expressly provided herein and in the Securityholder Agent Engagement shareholder with respect to this Agreement, the Registration Rights Agreement and for purposes the Escrow Agreement and the disposition, settlement or other handling of clarityall Survival Period Indemnification Claims, there are no rights or obligations of the Securityholder Agent in any ancillary agreement (other than any Parent Stockholder Support Agreement arising from and taken pursuant to which the Securityholder Agent is a party, to the extent expressly set forth therein), schedule, exhibit or the Company Disclosure Schedule. The powers, immunities and rights to indemnification granted to the Securityholder Agent Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Company Holder of the whole or any fraction of his, her or its interest in the Indemnity Fund. All actions, notices, communications, and determinations by or on behalf of the Company Holders in connection with this Agreement may be given or made by the Securityholder Agent and all actions, notices, communications and determinations by the Securityholder Agent under this Agreement or the Securityholder Agent Engagement Agreement shall conclusively be deemed to have been authorized by, and shall be binding upon, any of and all Company Holders and each such Company Holder’s successors as if expressly confirmed and ratified in writing by such Company Holder, and no Company Holder shall have the right to object, dissent, protest or otherwise contest the same. All defenses which may be available to any Company Holder to contest, negate or disaffirm the action of the Securityholder Agent taken in good faith under this Agreement or the Securityholder Agent Engagement Agreement are waived. Parent, Merger Subs, and their respective Affiliates (including after the Second Effective Time, the Surviving Company) shall be entitled to rely on the appointment of Fortis Advisors LLC as the Securityholder Agent and treat such Securityholder Agent as the duly appointed attorney-in-fact of each Company Holder and has having the duties, power and authority provided for in this Section (c)agreement. The Company Holders shall shareholders will be bound by all actions taken and documents executed by the Securityholder Agent in connection with this Section 9Agreement, the Escrow Agreement or the Registration Rights Agreement, and Parent and other Parent Indemnified Persons Acquisition shall be entitled to rely exclusively on any action or decision of the Securityholder Agent. The Person serving as Securityholder Agent will incur no liability with respect to any action taken or suffered by him or her in reliance upon any notice, direction, instruction, consent, statement or other document believed by him or her to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his or her own willful misconduct or gross negligence. In all questions arising under this Agreement, the Registration Rights Agreement or the Escrow Agreement, the Securityholder Agent may rely on the advice of counsel, and the Securityholder Agent will not be removed liable to anyone for anything done, omitted or replaced from time suffered in good faith by the Securityholder Agent based on such advice. The Securityholder Agent will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him or her. At any time, or if such Person resigns from its position as the Securityholder Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of stock held in Escrow Amount, determined at the Indemnity FundEffective Time, upon not less than thirty (30) days’ prior written notice to Parent. The immunities and rights to indemnification granted to the Securityholder Agent Group hereunder shall survive the resignation or removal of the Securityholder Agent or any member of the Advisory Group and the Closing and/or any termination of this Agreement. No bond shall be required of the Securityholder Agent. (b) Certain Company Holders have entered into an engagement agreement (the “Securityholder Agent Engagement Agreement”) with the Securityholder Agent to provide direction to the Securityholder Agent in connection with its services under this Agreement and the Securityholder Agent Engagement Agreement (such Company Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Securityholder Agent nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Securityholder Agent Group”) shall be liable to any Company Holder for any act done or omitted in connection with the acceptance or administration of the Securityholder Agent’s responsibilities hereunder or under the Securityholder Agent Engagement Agreement, including any hereunder as the Securityholder Agent while acting in good faith (and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith), unless and only to the extent such act done or omitted constitutes gross negligence or willful misconduct. The Company Holders shall severally but not jointly indemnify and defend the Securityholder Agent Group and hold the Securityholder Agent Group harmless against any loss, Liability, claim, damage, judgment, fine, amount paid in settlement, fee, cost or expense (collectively, the “Securityholder Agent Expenses”) incurred without gross negligence, willful misconduct or bad faith on the part of the Securityholder Agent and arising out of, resulting from or in connection with the acceptance or administration of its duties hereunder or under the Securityholder Agent Engagement Agreement, including all reasonable out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Securityholder Agent. If not paid directly to the may appoint a new Securityholder Agent by written consent by sending notice and a copy of the Company Holders, written consent appointing such losses, Liabilities or other new Securityholder Agent Expenses may be recovered signed by the Securityholder Agent first, from the Expense Fund, and second, from that portion holders of a majority in interest of the Indemnity Fund otherwise Escrow Amount to Parent and the Escrow Agent. Such appointment will be Released from Indemnity to effective upon the Company Holders later of the date indicated in the consent or the date such consent is received by Parent, Acquisition (and not distributed or distributable to an Parent Indemnified Person or subject to a pending indemnification claim of an Parent Indemnified Person) on or or, if after the Indemnity Release Date pursuant to the terms hereof, or any other distribution to the Company Holders, in each case at the time of distribution, and/or directly from the Company Holders, and such recovery will be made from such Company Holders according to their respective Pro Rata Share of such losses, Liabilities or other Securityholder Agent Expenses. The Company Holders acknowledge that the Securityholder Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Securityholder Agent Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Securityholder Agent shall not be required to take any action unless the Securityholder Agent has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Securityholder Agent against the costs, expenses and liabilities which may be incurred by the Securityholder Agent in performing such actions. The Securityholder Agent shall be entitled to: (i) rely upon the Allocation Certificate and any other document or information provided by or on behalf of the Company or the Advisory Group as to the allocation of distributions to the Company Holders or other matters relating to the Company Holders, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Holder or other party. (c) After the Closing, any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Securityholder Agent that is within the scope of the Securityholder Agent’s authority under Section 9.8(a) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Company Holders and shall be final, binding and conclusive upon each such Company Holders; and each Parent Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Company Holders. Parent, Merger SubsEffective Time, the Surviving Company Corporation) and the Parent Indemnified Persons are hereby relieved from any Liability to any Person for any acts done by them in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Securityholder Escrow Agent. (d) The Expense Fund Amount shall be held by the Securityholder Agent in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Securityholder Agent for any Securityholder Agent Expenses incurred pursuant to this Agreement or the Securityholder Agent Engagement Agreement, or (ii) as otherwise determined by the Advisory Group (the “Expense Fund”). The Securityholder Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholder Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Company Indemnitors will not receive any interest on the Expense Fund and assign to the Securityholder Agent any such interest. Subject to Advisory Group approval, the Securityholder Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Holders. As soon as reasonably determined by the Securityholder Agent that the Expense Fund is no longer required to be withheld, the Securityholder Agent shall distribute the remaining Expense Fund (if any) to the Exchange Agent or Parent, as applicable, for further distribution to the Company Indemnitors in accordance with their respective Pro Rata Share. Upon deposit of the Expense Fund Amount with the Securityholder Agent in accordance with Section 2.11, for Tax purposes, Parent shall be deemed to have paid each Company Indemnitor its, his or her share of the Expense Fund Amount and then each Company Indemnitor shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Securityholder Agent.

Securityholder Agent. (a) By approving For purposes of this Agreement, immediately and automatically upon the Merger and/or participating in approval of this Agreement by the Merger and receiving any benefits hereunderrequisite vote or written consent of the Company's shareholders, and and, without any further action on the part of any such shareholders, each shareholder of the Company Holders or shall be deemed to have consented to the Company, each Company Holder irrevocably approves the constitution and appointment of, and hereby irrevocably constitutes and appoints, Fortis Advisors LLC, a Delaware limited liability companyof ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as his, her or its representative (the true "Securityholder Agent") and lawful exclusive agent, representative and the attorney-in-fact of all Company Holders (the “Securityholder Agent”) with respect to any and all matters relating to, arising out of, or in connection with, this Agreement, including for purposes of taking any action or omitting to take any action on behalf of the Company Holders to: (i) execute, as the Securityholder Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Contemplated Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of the Company Holders or any Company Holder, to or from Parent (on behalf of itself or any other Parent Indemnified Person) relating to this Agreement or any of the Contemplated Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each such Company Holder individually)shareholder, and the taking by the Securityholder Agent of any and all actions and the making of any decisions required or permitted to be taken by him or her under this Agreement and the Escrow Agreement, including the exercise of the power to (i) execute the Escrow Agreement, (ii) authorize delivery to Parent and Acquisition of the Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims, (iii) act for the Company Holders with regard to all matters pertaining to indemnification under this Agreement, including the power to defend, compromise, or settle any claims and to otherwise prosecute or pursue any litigation claims, and the Release from Indemnity of any of the Indemnity Fund, including to review, negotiate and agree to and authorize any Release from Indemnity to Parent of any amount from the Indemnity Fund in satisfaction of claims asserted by Parent (on behalf of itself or any other Parent Indemnified Person, including by not objecting to such claims) pursuant to this Section 9, (iv) object to such claims pursuant to Section 9.7, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, into settlements and compromises of, and demand arbitration of and comply with Orders orders of courts and awards of arbitrators with respect toto such Indemnification Claims, such claims, (iv) resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Contemplated Transactions by arbitration, settlement or otherwiseIndemnification Claims, and (v) take or forego any or all actions permitted or required of the Company Holders or any Company Holder or necessary in the judgment of the Securityholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Company Holders, (vii) consent or agree to any amendment to this Registration Rights Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Company Holders (other than with respect to the payment of the consideration contemplated in Section 2) in accordance with the terms hereof and in the manner provided herein, and (viii) take or refrain from taking the foregoing and all other actions necessary or appropriate in the judgment of the Securityholder Agent for the accomplishment of the foregoing or otherwise relating to the subject matter of this Agreement, in each case without having to seek or obtain the consent of any Person under any circumstance. Without limiting the foregoing, by approving the Merger and/or participating in the Merger and receiving any benefits hereunder, and without any further action of any of the Company Holders or the Company, each Company Holder irrevocably grants to the Securityholder Agent a power of attorney for such Company Holder for the purpose of taking any actions deemed necessary or advisable by the Securityholder Agent in connection with any Release from Indemnity of the Indemnity Fund pursuant to this Agreement, and Parent and the Parent Transfer Agent shall each be an express third-party beneficiary of such power of attorneyEscrow Agreement. Notwithstanding the foregoing or anything else hereinAccordingly, the Securityholder Agent shall have no obligation has unlimited authority and power to act on behalf of the each Company Holders, except as expressly provided herein and in the Securityholder Agent Engagement shareholder with respect to this Agreement, the Registration Rights Agreement and for purposes the Escrow Agreement and the disposition, settlement or other handling of clarityall Indemnification Claims, there are no rights or obligations of the Securityholder Agent in any ancillary agreement (other than any Parent Stockholder Support Agreement arising from and taken pursuant to which the Securityholder Agent is a party, to the extent expressly set forth therein), schedule, exhibit or the Company Disclosure Schedule. The powers, immunities and rights to indemnification granted to the Securityholder Agent Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Company Holder of the whole or any fraction of his, her or its interest in the Indemnity Fund. All actions, notices, communications, and determinations by or on behalf of the Company Holders in connection with this Agreement may be given or made by the Securityholder Agent and all actions, notices, communications and determinations by the Securityholder Agent under this Agreement or the Securityholder Agent Engagement Agreement shall conclusively be deemed to have been authorized by, and shall be binding upon, any of and all Company Holders and each such Company Holder’s successors as if expressly confirmed and ratified in writing by such Company Holder, and no Company Holder shall have the right to object, dissent, protest or otherwise contest the same. All defenses which may be available to any Company Holder to contest, negate or disaffirm the action of the Securityholder Agent taken in good faith under this Agreement or the Securityholder Agent Engagement Agreement are waived. Parent, Merger Subs, and their respective Affiliates (including after the Second Effective Time, the Surviving Company) shall be entitled to rely on the appointment of Fortis Advisors LLC as the Securityholder Agent and treat such Securityholder Agent as the duly appointed attorney-in-fact of each Company Holder and has having the duties, power and authority provided for in this Section (c)agreement. The Company Holders shall shareholders will be bound by all actions taken and documents executed by the Securityholder Agent in connection with this Section 9Agreement the, Registration Rights Agreement and the Escrow Agreement, and Parent and other Parent Indemnified Persons Acquisition shall be entitled to rely exclusively on any action or decision of the Securityholder Agent. The Person serving as Securityholder Agent will incur no liability with respect to any action taken or suffered by 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 proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his or her own willful misconduct or gross negligence. In all questions arising under this Agreement, Registration Rights Agreement or the Escrow Agreement, the Securityholder Agent may rely on the advice of counsel, and the Securityholder Agent will not be removed liable to anyone for anything done, omitted or replaced from time suffered in good faith by the Securityholder Agent based on such advice. The Securityholder Agent will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. At any time, or if such Person resigns from its position as the Securityholder Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of stock held in Escrow Amount, determined at the Indemnity FundEffective Time, upon not less than thirty (30) days’ prior written notice to Parent. The immunities and rights to indemnification granted to the Securityholder Agent Group hereunder shall survive the resignation or removal of the Securityholder Agent or any member of the Advisory Group and the Closing and/or any termination of this Agreement. No bond shall be required of the Securityholder Agent. (b) Certain Company Holders have entered into an engagement agreement (the “Securityholder Agent Engagement Agreement”) with the Securityholder Agent to provide direction to the Securityholder Agent in connection with its services under this Agreement and the Securityholder Agent Engagement Agreement (such Company Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Securityholder Agent nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Securityholder Agent Group”) shall be liable to any Company Holder for any act done or omitted in connection with the acceptance or administration of the Securityholder Agent’s responsibilities hereunder or under the Securityholder Agent Engagement Agreement, including any hereunder as the Securityholder Agent while acting in good faith (and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith), unless and only to the extent such act done or omitted constitutes gross negligence or willful misconduct. The Company Holders shall severally but not jointly indemnify and defend the Securityholder Agent Group and hold the Securityholder Agent Group harmless against any loss, Liability, claim, damage, judgment, fine, amount paid in settlement, fee, cost or expense (collectively, the “Securityholder Agent Expenses”) incurred without gross negligence, willful misconduct or bad faith on the part of the Securityholder Agent and arising out of, resulting from or in connection with the acceptance or administration of its duties hereunder or under the Securityholder Agent Engagement Agreement, including all reasonable out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Securityholder Agent. If not paid directly to the may appoint a new Securityholder Agent by written consent by sending notice and a copy of the Company Holders, written consent appointing such losses, Liabilities or other new Securityholder Agent Expenses may be recovered signed by the Securityholder Agent first, from the Expense Fund, and second, from that portion holders of a majority in interest of the Indemnity Fund otherwise Escrow Amount to Parent and the Escrow Agent. Such appointment will be Released from Indemnity to effective upon the Company Holders later of the date indicated in the consent or the date such consent is received by Parent, Acquisition (and not distributed or distributable to an Parent Indemnified Person or subject to a pending indemnification claim of an Parent Indemnified Person) on or or, if after the Indemnity Release Date pursuant to the terms hereof, or any other distribution to the Company Holders, in each case at the time of distribution, and/or directly from the Company Holders, and such recovery will be made from such Company Holders according to their respective Pro Rata Share of such losses, Liabilities or other Securityholder Agent Expenses. The Company Holders acknowledge that the Securityholder Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Securityholder Agent Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Securityholder Agent shall not be required to take any action unless the Securityholder Agent has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Securityholder Agent against the costs, expenses and liabilities which may be incurred by the Securityholder Agent in performing such actions. The Securityholder Agent shall be entitled to: (i) rely upon the Allocation Certificate and any other document or information provided by or on behalf of the Company or the Advisory Group as to the allocation of distributions to the Company Holders or other matters relating to the Company Holders, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Holder or other party. (c) After the Closing, any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Securityholder Agent that is within the scope of the Securityholder Agent’s authority under Section 9.8(a) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Company Holders and shall be final, binding and conclusive upon each such Company Holders; and each Parent Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Company Holders. Parent, Merger SubsEffective Time, the Surviving Company Corporation) and the Parent Indemnified Persons are hereby relieved from any Liability to any Person for any acts done by them in accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Securityholder Escrow Agent. (d) The Expense Fund Amount shall be held by the Securityholder Agent in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Securityholder Agent for any Securityholder Agent Expenses incurred pursuant to this Agreement or the Securityholder Agent Engagement Agreement, or (ii) as otherwise determined by the Advisory Group (the “Expense Fund”). The Securityholder Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholder Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Company Indemnitors will not receive any interest on the Expense Fund and assign to the Securityholder Agent any such interest. Subject to Advisory Group approval, the Securityholder Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Holders. As soon as reasonably determined by the Securityholder Agent that the Expense Fund is no longer required to be withheld, the Securityholder Agent shall distribute the remaining Expense Fund (if any) to the Exchange Agent or Parent, as applicable, for further distribution to the Company Indemnitors in accordance with their respective Pro Rata Share. Upon deposit of the Expense Fund Amount with the Securityholder Agent in accordance with Section 2.11, for Tax purposes, Parent shall be deemed to have paid each Company Indemnitor its, his or her share of the Expense Fund Amount and then each Company Indemnitor shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Securityholder Agent.

Securityholder Agent. (a) By approving In the event that the Merger and/or participating in the Merger and receiving any benefits hereunderis approved, effective upon such vote, and without any further action act of any of the Company Holders or the CompanyStockholder, each Company Holder irrevocably approves the constitution and appointment of, and hereby irrevocably constitutes and appoints, Fortis Advisors LLC, a Delaware limited liability company, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be appointed as the true and lawful exclusive agent, representative agent and attorney-in-fact of all Company Holders (the “"Securityholder Agent”") with respect to any and all matters relating to, arising out of, or in connection with, this Agreement, including for purposes each stockholder of taking any action or omitting to take any action on behalf of -------------------- the Company Holders to: (i) executeexcept such stockholders, if any, as the Securityholder Agent, this Agreement and any agreement shall have perfected their appraisal or instrument entered into or delivered in connection with the Contemplated Transactions, (ii) give and receive notices, instructions and communications permitted or required dissenters' rights under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewithDelaware Law), for and on behalf of stockholders of the Company Holders or any Company HolderCompany, to or from Parent (on behalf of itself or any other Parent Indemnified Person) relating give and receive notices and communications, to this Agreement or any of the Contemplated Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each such Company Holder individually), (iii) act for the Company Holders with regard to all matters pertaining to indemnification under this Agreement, including the power to defend, compromise, or settle any claims and to otherwise prosecute or pursue any litigation claims, and the Release from Indemnity of any of the Indemnity Fund, including to review, negotiate and agree to and authorize any Release from Indemnity delivery to Parent of any amount shares of Parent Common Stock from the Indemnity Escrow Fund in satisfaction of claims asserted by Parent (on behalf of itself or any other Parent Indemnified PersonParent, including by not objecting to such claims) pursuant to this Section 9, (iv) object to such claims pursuant deliveries, to Section 9.7, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with Orders orders of courts and awards of arbitrators with respect to, to such claims, resolve any such claims, and to take any actions in connection with the resolution of any dispute relating hereto or to the Contemplated Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of the Company Holders or any Company Holder or necessary in the judgment of the Securityholder Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Company Holders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Company Holders (other than with respect to the payment of the consideration contemplated in Section 2) in accordance with the terms hereof and in the manner provided herein, and (viii) take or refrain from taking the foregoing and all other actions necessary or appropriate in the judgment of the Securityholder Agent for the accomplishment of the foregoing or otherwise relating to foregoing. Such agency may be changed by the subject matter of this Agreement, in each case without having to seek or obtain the consent of any Person under any circumstance. Without limiting the foregoing, by approving the Merger and/or participating in the Merger and receiving any benefits hereunder, and without any further action of any stockholders of the Company Holders or the Company, each Company Holder irrevocably grants from time to the Securityholder Agent a power of attorney for such Company Holder for the purpose of taking any actions deemed necessary or advisable by the Securityholder Agent in connection with any Release from Indemnity of the Indemnity Fund pursuant time upon not less than thirty (30) days prior written notice to this Agreement, and Parent and the Parent Transfer Agent shall each be an express third-party beneficiary of such power of attorney. Notwithstanding the foregoing or anything else herein, the Securityholder Agent shall have no obligation to act on behalf of the Company Holders, except as expressly Escrow Agent; provided herein and in the Securityholder Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholder Agent in any ancillary agreement (other than any Parent Stockholder Support Agreement to which the Securityholder Agent is a party, to the extent expressly set forth therein), schedule, exhibit or the Company Disclosure Schedule. The powers, immunities and rights to indemnification granted to the Securityholder Agent Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Company Holder of the whole or any fraction of his, her or its interest in the Indemnity Fund. All actions, notices, communications, and determinations by or on behalf of the Company Holders in connection with this Agreement may be given or made by the Securityholder Agent and all actions, notices, communications and determinations by the Securityholder Agent under this Agreement or the Securityholder Agent Engagement Agreement shall conclusively be deemed to have been authorized by, and shall be binding upon, any of and all Company Holders and each such Company Holder’s successors as if expressly confirmed and ratified in writing by such Company Holder, and no Company Holder shall have the right to object, dissent, protest or otherwise contest the same. All defenses which may be available to any Company Holder to contest, negate or disaffirm the action of the Securityholder Agent taken in good faith under this Agreement or the Securityholder Agent Engagement Agreement are waived. Parent, Merger Subs, and their respective Affiliates (including after the Second Effective Time, the Surviving Company) shall be entitled to rely on the appointment of Fortis Advisors LLC as the Securityholder Agent and treat such Securityholder Agent as the duly appointed attorney-in-fact of each Company Holder and has having the duties, power and authority provided for in this Section (c). The Company Holders shall be bound by all actions taken and documents executed by the Securityholder Agent in connection with this Section 9, and Parent and other Parent Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Securityholder Agent. The Person serving as that the Securityholder Agent may not be removed or replaced from time unless holders of a two-thirds interest of the Escrow Fund agree to time, or if such Person resigns from its removal and to the identity of the substituted agent. Any vacancy in the position as the of Securityholder Agent, then a successor Agent may be appointed, filled by approval of the holders of a majority in interest of the aggregate amount of stock held in the Indemnity Escrow Fund, upon not less than thirty (30) days’ prior written notice to Parent. The immunities and rights to indemnification granted to the Securityholder Agent Group hereunder shall survive the resignation or removal of the Securityholder Agent or any member of the Advisory Group and the Closing and/or any termination of this Agreement. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the stockholders of the Company. (b) Certain Company Holders have entered into an engagement agreement (the “The Securityholder Agent Engagement Agreement”) with shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Securityholder Agent pursuant to such advice shall in no event subject the Securityholder Agent to provide direction liability to any stockholder of the Company on whose behalf the Escrow Amount was contributed to the Escrow Fund. The Securityholder Agent in connection with its services under this Agreement and the Securityholder Agent Engagement Agreement (such Company Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Securityholder Agent nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Securityholder Agent Group”) shall not be liable to any Company Holder for any act done or omitted in connection with the acceptance or administration of the Securityholder Agent’s responsibilities hereunder or under the Securityholder Agent Engagement Agreement, including any hereunder as the Securityholder Agent while acting in good faith (and any act done or omitted pursuant in the exercise of reasonable judgment. The stockholders of the Company on whose behalf the Escrow Amount was contributed to the advice of counsel shall be conclusive evidence of such good faith), unless and only to the extent such act done or omitted constitutes gross negligence or willful misconduct. The Company Holders Escrow Fund shall severally but not jointly indemnify and defend the Securityholder Agent Group and hold the Securityholder Agent Group harmless against any loss, Liability, claim, damage, judgment, fine, amount paid in settlement, fee, cost liability or expense (collectively, the “Securityholder Agent Expenses”) incurred without gross negligence, willful misconduct negligence or bad faith on the part of the Securityholder Agent and arising out of, resulting from of or in connection with the acceptance or administration of its the Securityholder Agent's duties hereunder or under hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent Engagement Agreement(collectively, including all reasonable out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred "Costs"). ----- (c) Solely to the extent that Escrowed Stock would otherwise be released by the Escrow Agent to the Record Holders in accordance with the terms of the Escrow and Indemnification Agreement ("Remaining Shares"), the Securityholder Agent---------------- Agent shall be reimbursed for Costs upon submission of such invoices as the Escrow Agent or Parent may reasonably request, by delivering to the Escrow Agent a claim for Remaining Shares having a value equal to such Costs. If not paid directly The value of any shares of Remaining Shares transferred to the Securityholder Agent by the Company Holders, such losses, Liabilities or other Securityholder Agent Expenses may under this Section 7.6(c) shall be recovered by the Securityholder Agent first, from the Expense Fund, and second, from that portion determined under Section 1(e) of the Indemnity Fund otherwise to be Released from Indemnity to the Company Holders Escrow and Indemnification Agreement. (and not distributed d) A decision, act, consent or distributable to an Parent Indemnified Person or subject to a pending indemnification claim instruction of an Parent Indemnified Person) on or after the Indemnity Release Date pursuant to the terms hereof, or any other distribution to the Company Holders, in each case at the time of distribution, and/or directly from the Company Holders, and such recovery will be made from such Company Holders according to their respective Pro Rata Share of such losses, Liabilities or other Securityholder Agent Expenses. The Company Holders acknowledge that the Securityholder Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Securityholder Agent Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Securityholder Agent shall not be required to take any action unless the Securityholder Agent has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Securityholder Agent against the costs, expenses and liabilities which may be incurred by the Securityholder Agent in performing such actions. The Securityholder Agent shall be entitled to: (i) rely upon the Allocation Certificate and any other document or information provided by or on behalf of the Company or the Advisory Group as to the allocation of distributions to the Company Holders or other matters relating to the Company Holders, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Holder or other party. (c) After the Closing, any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Securityholder Agent that is within the scope of the Securityholder Agent’s authority under Section 9.8(a) shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction decision of all the Company Holders Stockholders for whom a portion of the Escrow Amount otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such Company Holders; Stockholders, and each the Escrow Agent and Parent Indemnified Person shall be entitled to may rely exclusively upon any such notice, communication, decision, actionact, failure to act within a designated period of time, agreement, consent, settlement, resolution consent or instruction of the Securityholder Agent as being a notice or communication to or by, or a the decision, actionact, failure to act within a designated period of time, agreement, consent, settlement, resolution consent or instruction of, of each and every such Company HoldersStockholder. Parent, Merger Subs, the Surviving Company The Escrow Agent and the Parent Indemnified Persons are hereby relieved from any Liability liability to any Person person for any acts done by them in accordance with such notice, communication, decision, actionact, failure to act within a designated period of time, agreement, consent, settlement, resolution consent or instruction of the Securityholder Agent. (d) The Expense Fund Amount shall be held by the Securityholder Agent in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Securityholder Agent for any Securityholder Agent Expenses incurred pursuant to this Agreement or the Securityholder Agent Engagement Agreement, or (ii) as otherwise determined by the Advisory Group (the “Expense Fund”). The Securityholder Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholder Agent is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and has no tax reporting or income distribution obligations. The Company Indemnitors will not receive any interest on the Expense Fund and assign to the Securityholder Agent any such interest. Subject to Advisory Group approval, the Securityholder Agent may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Holders. As soon as reasonably determined by the Securityholder Agent that the Expense Fund is no longer required to be withheld, the Securityholder Agent shall distribute the remaining Expense Fund (if any) to the Exchange Agent or Parent, as applicable, for further distribution to the Company Indemnitors in accordance with their respective Pro Rata Share. Upon deposit of the Expense Fund Amount with the Securityholder Agent in accordance with Section 2.11, for Tax purposes, Parent shall be deemed to have paid each Company Indemnitor its, his or her share of the Expense Fund Amount and then each Company Indemnitor shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Securityholder Agent.