Common use of Securityholder Representative Clause in Contracts

Securityholder Representative. For purposes of this Agreement, the Securityholders without any further action on the part of any such parties, shall be deemed to have consented to the appointment of the Securityholder Representative, as the attorney-in-fact for and on behalf of each such Securityholder, and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative under this Agreement, including the exercise of the power to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or the Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims and disputes relating to the Earn-Out, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all actions necessary in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are specifically mandated by the terms of this Agreement or the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services, other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereof.

Securityholder Representative. For purposes (a) Each Securityholder hereby appoints ACAS as the “Securityholder Representative” to act as the agent of the Securityholders with the full power (i) to resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this Article 11, (ii) to execute and enter into, on behalf of the Securityholders, and to take all actions thereunder for and on their behalf, including but not limited the authorization of payments from the Reserve Account (including any increase thereof pursuant to Section 2.04(b)(i)) in connection with Losses as provided herein, (iii) to negotiate and/or settle all claims under this Agreement, (iv) to receive from the Buyer monies payable to the Securityholders in accordance with the provisions of this Agreement, the Securityholders without (v) to otherwise take such actions (or refrain from taking actions) and execute such documents (including any further action modifications, waivers or amendments thereto) on the part of any such parties, shall be deemed to have consented to the appointment of Securityholders’ behalf in connection with this Agreement as the Securityholder Representative, in its sole discretion, deems proper, (vi) to pay, release and/or distribute any or all of the Reserve Account or otherwise to pay Losses hereunder, each in its sole discretion, (vii) to adjust the Securityholder Allocation Percentage of the Reserve Account otherwise payable to any particular Securityholder as a result of the attorney-in-fact for and on behalf payment of each Losses resulting from breaches of such Securityholder’s representations, warranties, covenants or agreements hereunder) and (viii) to perform all of the taking by the Securityholder Representative functions of any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative under this Agreement, including . The Buyer is entitled to rely on the exercise of the power to (a) prepare, execute acts and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or the Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims and disputes relating to the Earn-Out, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all actions necessary in the judgment agreements of the Securityholder Representative for as the accomplishment acts and agreements of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are specifically mandated by the terms of this Agreement or the Securityholders. The Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine retain counsel and to have been signed by the proper person incur such reasonable expenses (including court costs and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, reasonable attorney’s fees and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be madeexpenses) and not jointly, indemnify, defend and hold harmless as the Securityholder Representative and deems to be reasonably necessary or appropriate in connection with its successors and assigns from and against any performance of its obligations under this Agreement, and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and such fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused shall be borne pro rata by the willful misconduct, bad faith or gross negligence of the Securityholders based upon their respective initial Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services, other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofAllocation Percentages.

Securityholder Representative. For purposes (a) By virtue of the approval and adoption of this AgreementAgreement by the requisite consent of the Company Securityholders, each of the Company Securityholders without any further action on the part of any (other than such partiesCompany Securityholders, if any, who have perfected appraisal rights under Delaware) shall be deemed to have consented agreed to the appointment of the Securityholder Representativeappoint Technology Crossover Management VI, L.L.C., a Delaware limited liability company, as the its agent and attorney-in-fact (the “Securityholder Representative”) for and on behalf of each such Securityholderthe Company Securityholders to give and receive notices and communications, and the taking by the Securityholder Representative of to authorize payment to any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative under this Agreement, including the exercise of the power to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or Indemnified Party from the Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, Fund in satisfaction of Indemnification Claims and payment of claims by any Adjustment Amount dueIndemnified Party, respectivelyto object to such payments, (c) to agree to, negotiate, enter into settlements and compromises of of, and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims such claims, to assert, negotiate, enter into settlements and disputes compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Party against any Company Securityholder or by any such Company Securityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Securityholders, in each case relating to this Agreement or the Earn-Outtransactions contemplated hereby, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are (ii) specifically mandated by the terms of this Agreement or the Securityholder Representative Engagement Escrow Agreement. Accordingly, Securityholder Representative has unlimited authority and power Such agency may be changed by the Company Securityholders with the right to act on behalf a majority of each Securityholder with respect to this Agreement and the Pro Rata Portions of the Escrow Agreements and Fund from time to time. Notwithstanding the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the Securityholder Representativeforegoing, the Securityholder Representative will reimburse the Securityholders the amount may resign at any time by providing written notice of such indemnified Securityholder Representative Loss attributable intent to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable resign to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Company Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred resignation shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services, other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereof.earlier of

Securityholder Representative. For purposes (a) By the approval and adoption of this Agreement, Agreement in the Securityholders Company Stockholder Approval pursuant to Delaware law and without any further action on the part of any such partiesof the Company Equity Holders or the Company, shall be the Company Equity Holders are hereby deemed to have consented irrevocably appoint, and by participating in the Merger and receiving the benefits thereof, each Company Equity Holder is hereby deemed to the appointment of the Securityholder Representativeand hereby does irrevocably appoint Fortis Advisors LLC, a Delaware limited liability company, as the Securityholder Representative to act as the true and lawful attorney-in-fact fact, exclusive agent and representative of the Company Equity Holders for all purposes under this Agreement or under any other agreement contemplated hereby. Without limiting the generality of the foregoing, the Securityholder Representative has full power and authority, on behalf of each such SecurityholderCompany Equity Holder and his, her or its successors and assigns, to (i) interpret the terms and provisions of this Agreement and the taking documents to be executed and delivered by the Securityholder Representative Company Equity Holders in connection herewith, including the Escrow Agreement, (ii) execute and deliver and receive deliveries of any all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and all actions and the making of any decisions other documents required or permitted to be taken given in connection with the consummation of the transactions contemplated by the Securityholder Representative under this Agreement, including the exercise Escrow Agreement, (iii) receive service of the power to (a) prepareprocess in connection with any claims under this Agreement, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or the Escrow Agreements and any amendments hereto and theretoAgreement, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, (civ) agree to, negotiate, negotiate and enter into settlements and compromises of of, and assume the defense of, claims, and demand arbitration and comply with orders Orders of courts and awards of arbitrators with respect to Indemnification Claims and disputes relating to the Earn-Outsuch claims, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all actions necessary or appropriate in the judgment judgement of the Securityholder Representative for the accomplishment of the foregoing foregoing, (v) give and receive notices and communications, (vi) take all actions necessary or appropriate in the judgment of the other termsSecurityholder Representative on behalf of the Company Equity Holders in connection with this Agreement, conditions (vii) make any determinations and limitations settle any matters in connection with the adjustments in Section 3.5, (viii) authorize delivery to Parent of this Agreement and the Escrow Agreements Deficiency Amount or that are specifically mandated by any portion thereof pursuant to Section 3.5, (ix) distribute the terms Representative Holdback Amount, (x) pay any expenses of this Agreement the Company Equity Holders or the Securityholder Representative Engagement Agreement. Accordinglyfrom the Representative Holdback Amount, Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition(xi) deduct, settlement hold back or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will redirect any funds which may be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect payable to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative Company Equity Holder pursuant to the terms of this Agreement, the Escrow Agreement, or any agreements or documents executed and delivered in each case as connection herewith in order to pay, or establish a reserve for, any amount that may be payable by such Company Equity Holder hereunder, and (xii) do or refrain from doing the foregoing and any further act or deed on behalf of the Company Equity Holders which the Securityholder Representative Loss is incurred; provided that deems necessary or appropriate in its sole discretion relating to the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by subject matter of this Agreement and the willful misconduct, bad faith or gross negligence of Escrow Agreement. Notwithstanding the Securityholder Representativeforegoing, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their have no obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds act on behalf of the Securityholders or otherwiseCompany Equity Holders, and the Securityholder Representative will not be required to take any action involving any expense unless the payment of such expense is made or except as expressly provided for herein, in a manner satisfactory to it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice Agreement and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services, other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement and for purposes of clarity, there are no obligations of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative in any ancillary agreement, schedule, exhibit or the termination of this AgreementCompany Disclosure Letter. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereof.113

Securityholder Representative. For purposes (a) By virtue of the approval of this AgreementAgreement by the requisite vote or written consent of the Stockholders and the terms of the Support Agreements, the Securityholders without any further action on the part of any such partiesOption Surrender Agreements and Warrant Surrender Agreements, each Indemnifying Party shall be deemed to have consented to the appointment of Fortis Advisors LLC as the Securityholder Representative, as the exclusive agent and attorney-in-fact for and on behalf of each such Securityholder, and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative under this Agreement, including the exercise of the power to to: (ai) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement any amendment thereof or the Escrow Agreements and any amendments hereto and thereto, waiver thereunder; (bii) authorize delivery to Acquiror Parent of the Escrow Amount and the Working Capital amounts in satisfaction of any Adjustment Escrow Amount, or any portion thereof, ; (iii) authorize delivery to Parent of amounts in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, Claims; (civ) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts Orders and awards of arbitrators with respect to Indemnification Claims and disputes relating to the Earn-Out, and pursue remedies and Actions in connection with any alleged breach of this Agreement, Claims; (dv) resolve any Indemnification Claims; (vi) administer the Relinquishment Agreements, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and including resolving any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunderclaims thereunder, and (gvii) take all actions necessary in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are specifically mandated by the terms of this Agreement or Agreement, the Securityholder Representative Engagement AgreementAgreement and the Relinquishment Agreements. Accordingly, the Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Relinquishment Agreements. Securityholders Notwithstanding the foregoing, the Securityholder Representative shall have no obligation to act on behalf of the Indemnifying Parties, except as expressly provided herein, in the Escrow Agreement and in the Securityholder Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. The Securityholders, and such Indemnifying Party’s successors as if expressly confirmed and ratified in writing by such Indemnifying Party, will be bound by all actions taken by the Securityholder Representative in connection with this Agreement, the Securityholder Representative Engagement Agreement and the Relinquishment Agreements, and all defenses which may be available to any Indemnifying Party to contest, negate or disaffirm the action of the Securityholder Representative taken in good faith under this Agreement, the Escrow Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation Securityholder Representative Engagement Agreement are waived. Parent shall be entitled to rely on any action or decision of the Securityholder Representative. Certain Indemnifying Parties have entered into an engagement agreement (the “Securityholder Representative Engagement Agreement”) with the Securityholder Representative to provide direction to the Securityholder Representative in connection with its services under this Agreement, the Escrow Agreement and the Securityholder Representative Engagement Agreement (such Indemnifying Party, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Securityholder Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Securityholder Representative Group”) will incur no liability any Liability with respect to any action taken or suffered by it the Securityholder Representative in reliance upon any notice, direction, instruction, consent, statement or other document believed by it the Securityholder Representative to be genuine and to have been signed by the proper person Person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its the Securityholder Representative’s own willful intentional misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Relinquishment Agreements, the Securityholder Representative may may: (i) rely on the advice of counsel, and the Securityholder Representative will not be liable to the Securityholders or Key Employees for anything done, omitted or suffered in good faith by the Securityholder Representative based on such advice, (ii) rely upon the Closing Spreadsheet, (iii) rely upon any signature believed by it to be genuine, and (iv) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Indemnifying Party or other party. The Securityholders shallIf and to the extent any such appointment of the Securityholder Representative is revoked, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim such revocation shall be made) considered a breach of this Agreement and not jointly, Parent shall be entitled to any such resulting Losses from such revocation. Each Indemnifying Party shall indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and Group against such Indemnifying Party’s Pro Rata Portion of any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including reasonable attorneys’ fees and court costs and the fees and expenses of counsel and experts and their staffs and all expenses expense of document location, duplication and shipmentshipment and costs in connection with seeking recovery from insurers) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, the “Securityholder Representative Losses”) actually incurred arising out of or in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms Representative’s execution and performance of this AgreementAgreement and the other Transaction Documents, in each case as such Securityholder Representative Loss is suffered or incurred; provided provided, however, that in the event it that any such Representative Loss is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily to have been directly caused by the willful misconduct, bad faith or gross negligence or intentional misconduct of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders Indemnifying Parties the amount of such indemnified Securityholder Representative Loss to the extent attributable to such willful gross negligence or intentional misconduct, bad faith or gross negligence. Any If not paid directly to the Securityholder Representative by the Indemnifying Parties, any such Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow AgreementFund; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, provided that while this section Section 7.3(a) allows the Securityholder Representative to be paid from Securityholder Representative the Expense Amount, the Escrow Amount, and the Earn-out AmountsFund, this does not relieve the Securityholders Indemnifying Parties from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders Indemnifying Parties or otherwiseotherwise incur any financial liability in the exercise or performance of any of its powers, and rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement, the Securityholder Representative will Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Securityholder Representative shall 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for has been provided with funds, security or indemnities which, in its servicesdetermination, other than from are sufficient to protect the Securityholder Representative Expense Amount or as set forth in against the costs, expenses and liabilities which may be incurred by the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representativein performing such actions. The Securityholders Indemnifying Parties acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or any member of the Advisory Group and the Closing and/or the termination of this Agreement. The approval initial Securityholder Representative may appoint a successor Securityholder Representative, and such appointment shall become effective upon written notice to Parent. The Securityholder Representative may be removed by action of this Agreement Indemnifying Parties who collectively held a majority of the Shares that were issued and outstanding as of immediately prior to the Effective Time. In the event of the resignation, removal, death or incapacity of the Securityholder Representative, a successor Securityholder Representative shall thereafter be appointed by the requisite vote or written consent of Stockholders shall also be deemed a majority of the Indemnifying Parties. Any new or successor Securityholder Representative will assume all rights and obligations of the initial Securityholder Representative under this Agreement. The powers, immunities and rights to constitute approval of all arrangements relating indemnification granted to the transactions contemplated hereby Securityholder Representative Group hereunder: (i) are coupled with an interest and to shall be irrevocable and survive the provisions hereof death, incompetence, bankruptcy or liquidation of any Indemnifying Party and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Indemnifying Party of the applicable Ancillary Agreements binding upon whole or any fraction of his, her or its interest in the Stockholders, including Article VII hereofIndemnity Escrow Fund.

Securityholder Representative. For purposes of this Agreement, the Securityholders without any further action on the part of any such parties, shall be deemed to have consented to the appointment (a)Fortis Advisors LLC is hereby appointed as of the Securityholder Representative, date hereof as the attorney-in-exclusive agent and attorney in fact of the Company Securityholders as the Securityholder Representative for and on behalf of each such Securityholderthe Company Securityholders to give and receive notices and communications in connection with this Agreement and related matters, and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative including in connection with claims for indemnification under this Agreement, including the exercise of the power Article IX and to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or the Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, (c) agree to, negotiate, and enter into settlements settlements, adjustments and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims and disputes relating to the Earn-Outto, such claims, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are (ii) specifically mandated by the terms of this Agreement or Agreement. Notwithstanding the foregoing, the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power shall have no obligation to act on behalf of each the Company Securityholders, except as expressly provided herein and in the Escrow Agreement, and for purposes of clarity, there are no obligations of the Securityholder with respect Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. Such agency may be changed by the Company Securityholders from time to time upon not less than ten (10) days prior written notice to Parent; provided, that the Securityholder Representative may not be removed unless a majority of the Company Securityholders (as determined by the respective Indemnity Pro Rata Shares) agree in writing to such removal and to the identity of the substituted agent. A vacancy in the position of the Securityholder Representative may be filled by a majority of the Company Securityholders (as determined by the respective Indemnity Pro Rata Shares). The immunities and rights to indemnification shall survive the resignation or removal of Securityholder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and . Notices or communications to or from the Securityholder Representative shall receive no compensation for its services, other than constitute notice to or from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Company Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereof.

Securityholder Representative. For purposes (a) Immediately upon the approval of this AgreementAgreement by the Company Holder Approval, the Securityholders without any further action on the part of any such parties, each Holder shall be deemed to have consented to the appointment of Fortis Advisors LLC as the Holders’, Optionholders’ and Warrantholder’s representative and attorney-in-fact (the “Securityholder Representative”), as the attorney-in-fact for and on behalf of each such SecurityholderHolder, Optionholder and Warrantholder, and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative under this Agreement, including the exercise of the power to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or and the Escrow Agreements and Agreement and, in each case, any amendments hereto and theretoamendment thereof or waiver thereunder, (b) authorize delivery to Acquiror the Parent of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectivelyclaims for indemnification hereunder, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims and disputes relating to the Earn-Out, and pursue remedies and Actions in connection with any alleged breach of this Agreementclaims for indemnification hereunder, (d) resolve any Indemnification Claims, (e) make claims for indemnification hereunder and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all actions necessary in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are specifically mandated by the terms of this Agreement or the Securityholder Representative Engagement Agreement. Accordingly, the Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder Holder, Optionholder and Warrantholder with respect to this Agreement and the Escrow Agreements Agreement and the disposition, settlement or other handling of all Indemnification Claimsclaims for indemnification hereunder, rights or obligations arising from and taken pursuant to this Agreement or the Escrow AgreementsAgreement. Securityholders The Holders, Optionholder and Warrantholder will be bound by all actions taken by the Securityholder Representative in connection with this Agreement or the Escrow AgreementsAgreement, and Acquiror and the Surviving Corporation Parent shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any noticedecision, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services, other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement instruction of the Securityholder Representative is made pursuant to as being the terms decision, action, consent or instruction of the Engagement Agreement Holders, Optionholders and Warrantholder, and the Parent and Merger Sub are hereby relieved from any liability to be entered any Person for acts done by them in accordance with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation any such decision, act, consent or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofinstruction.

Securityholder Representative. For purposes of this Agreement, the (a) Securityholders without any further action on the part of any such parties, shall be deemed agree that it is desirable to have consented to the appointment of designate the Securityholder Representative, Representative as the attorney-in-fact to act for and on behalf of each such SecurityholderSecurityholders, and for the taking by the Securityholder Representative of any and all actions and the making by the Securityholder Representative of any decisions required or permitted to be taken by the Securityholder Representative Securityholders under this Agreement, including the exercise of the power to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered contemplated by or on behalf of the Securityholders pursuant to this Agreement or the Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims and disputes relating to the Earn-Out, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all actions necessary in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other termsTransaction Documents, conditions and limitations including any amendment or waiver of this Agreement and the Escrow Agreements or that are specifically mandated by the terms of this Agreement or the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and or thereof. Securityholders have designated Xxxxxx XxXxx as the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the initial Securityholder Representative, and the Securityholder Representative shall receive no compensation for its servicesexecution and delivery of this Agreement by Securityholders constitutes, other than from to the maximum extent permitted under applicable Legal Requirements, irrevocable ratification and approval of such designation by Securityholders and authorization of the Securityholder Representative Expense Amount or to serve in such capacity (including to negotiate and settle any and all disputes with Buyer and its Affiliates under this Agreement), and also constitutes a reaffirmation, approval, acceptance, and adoption of, and an agreement to comply with and perform, all of the acknowledgments and agreements made by the Securityholder Representative on behalf of Securityholders in this Agreement and the other Transaction Documents. By executing this Agreement, the Securityholder Representative accepts the foregoing designation. The Securityholder Representative may resign at any time and the Securityholder Representative may be removed by the vote of those Securityholders whose aggregate Pro Rata Percentages exceed fifty percent (50%) of the aggregate Pro Rata Percentages of all Securityholders. The designation of the Securityholder Representative is coupled with an interest and, except as set forth in the immediately preceding sentence, such designation is irrevocable and will not be affected by the death, incapacity, illness, bankruptcy, dissolution, or other inability to act of any Securityholder. In the event that a Securityholder Representative Engagement Agreement. Solely as between has resigned or been removed, a new Securityholder Representative shall be promptly appointed by the vote of those Securityholders whose aggregate Pro Rata Percentages exceed fifty percent (50%) of the aggregate Pro Rata Percentages of all Securityholders, such appointment to become effective upon the engagement written acceptance thereof by the new Securityholder Representative. Written notice of any such resignation, removal, or appointment of a Securityholder Representative shall be delivered by the Securityholder Representative to Buyer promptly after such action is made pursuant to the terms taken, and neither Buyer nor any of the Engagement Agreement to its Affiliates will be entered charged with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation knowledge of such resignation, removal, or removal appointment until Buyer’s actual receipt of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or such written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofnotice.

Securityholder Representative. For purposes of this Agreement(a) Nerveda, the Securityholders without any further action on the part of any such partiesLLC is hereby appointed, shall be deemed authorized and empowered to have consented to the appointment of act as the Securityholder Representative, for the benefit of each Escrow Participant, as the exclusive agent and attorney-in-fact for and to act on behalf of each such SecurityholderEscrow Participant in connection with, and to facilitate the taking by consummation of, the Securityholder Representative of Transactions, to take any and all actions and the making of make any and all decisions required or permitted to be taken or made by the Securityholder Representative under this Agreement or the Escrow Agreement, including the exercise of the power right to (ai) prepare, execute give and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement receive notices and communications under Section 6 or the Escrow Agreements and any amendments hereto and thereto, Agreement; (bii) authorize delivery to Acquiror Parent of a number of shares of Escrowed Securities from the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, Fund in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, claims for indemnification made by Parent under Section 6; (ciii) object to claims for indemnification made by Parent under Section 6; (iv) agree to, negotiate, enter into settlements and compromises of and comply with mediation awards and court orders of courts and awards of arbitrators with respect to Indemnification Claims and disputes relating to claims for indemnification made by Parent under Section 6; (v) grant any consent, waiver or approval on behalf of the Earn-Out, and pursue remedies and Actions in connection with any alleged breach of Escrow Participants under this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, ; and (gvi) take all actions necessary or appropriate in the good faith judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the foregoing. Each Escrow Agreements or that are specifically mandated by the terms of this Agreement or Participant irrevocably appoints the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power as the sole representative of the Escrow Participants to act as the agent and on behalf of each Securityholder with respect to this Agreement and the such Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative Participants in connection with this Agreement the foregoing. The grant of authority provided for herein is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Escrow Participant and shall survive the Escrow Agreements, and Acquiror consummation of the Merger and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder RepresentativeTransactions. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, The Securityholder Representative may rely on resign at any time by notice to Parent and the advice identity of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative may be changed, and its successors and assigns a successor Securityholder Representative may be appointed, from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses time to time (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss of the resignation or any portion thereof was primarily caused by the willful misconductdeath, bad faith disability or gross negligence other incapacity of the Securityholder Representative) by Escrow Participants whose aggregate Participation Percentages exceed 50%, and any such successor shall succeed the Securityholder Representative will reimburse the Securityholders the amount of such indemnified as Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agenthereunder. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services. From and after the Effective Time, other than from the Securityholder Representative Expense Amount a decision, act, consent or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement instruction of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to shall be entered with the Securityholder Representative. The Securityholders acknowledge final, binding and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement conclusive upon each Escrow Participant and may be relied upon by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofParent.

Securityholder Representative. For purposes (a) By virtue of the approval and adoption of this AgreementAgreement and the approval of the transactions contemplated hereby, including the Merger, by the Company Stockholders, the acceptance of consideration under this Agreement and/or the completion, execution and delivery of the letters of transmittal contemplated by Section 1.9, each of the Participating Securityholders without any further action on the part of any such parties, shall be deemed to have consented to (i) designated Shareholder Representative Services LLC as the appointment representative of the Participating Securityholders (the “Securityholder Representative”), as and (ii) agreed that the Securityholder Representative is hereby appointed and constituted the true and lawful attorney-in-fact for of each Participating Securityholder, with full power in his, her or its name and on his, her or its behalf to give and receive notices and communications in respect of each such Securityholder, and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted indemnification claims under this Agreement to be taken by the Securityholder Representative under this Agreement, including the exercise of the power to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or recovered against the Escrow Agreements and Fund, to authorize payment to any amendments hereto and thereto, (b) authorize delivery to Acquiror of Indemnified Party from the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, Fund in satisfaction of Indemnification Claims and payment of any Adjustment Amount dueindemnification claims hereunder by any Indemnified Party, respectivelyto object to such payments, (c) to agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims any such indemnification claims, to assert, negotiate, enter into settlements and disputes compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Indemnified Party hereunder against any Participating Securityholder or by any such Participating Securityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Participating Securityholder, in each case relating to this Agreement or the Earn-Outtransactions contemplated hereby, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are (ii) specifically mandated or permitted by the terms of this Agreement or Agreement. Such agency may be changed by the Participating Securityholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Securityholder Representative Engagement Agreementmay not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. AccordinglyNotwithstanding the foregoing, in the event of a resignation of the Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or vacancy in the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision position of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to such vacancy may be genuine and to have been signed filled by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice holders of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered a majority in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% interest of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow AgentFund. No bond shall be required of the Securityholder Representative. After the Closing, and notices or communications to or from the Securityholder Representative shall receive no compensation for its services, other than constitute notice to or from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Participating Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereof.

Securityholder Representative. For purposes Each of this Agreement, the Securityholders without any further action on the part of any such partieshereby irrevocably constitutes, shall be deemed to have consented to the appointment of the Securityholder Representative, designates and appoints Xxxxxxx Xxxxxxxx as the attorney-in-fact sole representative, agent and attorney for and on behalf of each such Securityholder and each Securityholder Group Member (the “Securityholder Representative”) to (a) represent and act for it, him or her for all purposes relating to, make any and all determinations and agreements in connection with, and take or refrain from taking any other actions for and on his, her or its behalf pursuant to, this Agreement, any Securityholder Ancillary Agreement (other than the Amended and Restated Employment Agreements and the Non-Competition Agreements), any Company Ancillary Agreement or any Parent Ancillary Agreement, (b) give and receive notices and communications, organize or assume defense of third-party claims, agree to, negotiate, or enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to third-party claims including pursuant to Article VIII and Sections 9.19 and 9.20, (c) take or refrain from taking any other actions specified in this Agreement, any Securityholder Ancillary Agreement (other than the Amended and Restated Employment Agreements and the Non-Competition Agreements), any Company Ancillary Agreement or any Parent Ancillary Agreement to be taken by any Securityholder, and the taking by the Securityholder Representative or any Securityholder Group Member, (d) authorize releases from the Escrow Account, and (e) to take all actions necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing in accordance with the terms and provisions of this Agreement, any Securityholder Ancillary Agreement (other than the Amended and Restated Employment Agreements and the Non-Competition Agreements), any Company Ancillary Agreement or any Parent Ancillary Agreement. Any decision, act, consent, agreement or instruction of the Securityholder Representative shall constitute a decision, act, consent, agreement or instruction of each Securityholder and each Securityholder Group Member and shall be final, binding and conclusive and Parent may rely upon the same. This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made herein and is irrevocable and shall not be terminated by any act of the Securityholders or by operation of law, whether by death or incapacity of any Securityholder or by the occurrence of any other event. Each Securityholder hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Securityholder Representative pursuant to this Section 9.23. If Xxxxxxx Xxxxxxxx or any successor to such person as the Securityholder Representative under this Agreementdies or is unwilling or unable to serve as the Securityholder Representative, including then the exercise Securityholders hereby agree that Xxxxxxx XxxXxxxxx shall be appointed as the successor to act as the Securityholder Representative. Notices or communications to or from the Securityholder Representative hereunder shall constitute notice to or from each of the power Securityholders. Each Securityholder shall, in proportion to such Securityholder’s respective Securityholder Percentage (a) prepare, execute and deliver other than any document, certificate or other instrument required to be delivered by or on behalf matters involving less than all of the Securityholders pursuant for which the applicable Securityholders shall bear their respective pro rata share of such costs and expenses), pay or reimburse the Stockholder Representative, upon presentation of an invoice, for all costs and expenses of the Stockholder Representative (including, without limitation, fees and expenses of counsel to the Stockholder Representative) in connection with: (i) the enforcement of this Agreement or and/or any Securityholder Ancillary Agreement (other than the Escrow Amended and Restated Employment Agreements and the Non-Competition Agreements), any amendments hereto and thereto, (b) authorize delivery to Acquiror Company Ancillary Agreement or any Parent Ancillary Agreement and/or the protection or preservation of the Escrow Amount and rights of each Securityholder and/or the Working Capital Escrow AmountSecurityholders against Parent, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims and disputes relating to the Earn-Out, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereundertheir respective assets, and (gii) take all actions necessary in the judgment any amendment, modification or waiver of the Securityholder Representative for the accomplishment any of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are specifically mandated by the terms of this Agreement and/or any Securityholder Ancillary Agreement (other than the Amended and Restated Employment Agreements and the Non-Competition Agreements), any Company Ancillary Agreement or any Parent Ancillary Agreement (whether or not any such amendment, modification or waiver is signed or becomes effective) (collectively, the “Securityholder Representative Expenses”). Such amounts shall first be paid out of an advance amount equal to One Million Dollars ($1,000,000) (together with any interest thereon, the “Advance Amount”), which will be delivered by Parent to the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority at Closing as a deduction from the Estimated Cash Closing Consideration and power to act on behalf of each Securityholder with respect to this Agreement and which the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on maintain in a separate account for application under this Section 9.23. Any portion of the advice Advance Amount remaining after final settlement of counsel, the Contingent Payment pursuant to Section 2.8 and payment of the Securityholder Representative will Expenses shall be distributed to the Securityholders in proportion to their respective Securityholder Percentages. In addition, the Securityholder Representative may reduce any amounts distributed under the Escrow Agreement to the Securityholders for any amounts due by the Securityholders under this Section 9.23. The Securityholder Representative shall not be liable to the Securityholders any Securityholder for anything done, omitted any action or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions omission taken or omitted to be taken by the Securityholder Representative pursuant to the terms of in good faith under this Agreement, and each Securityholder, in each case as proportion to their respective Securityholder Percentages (other than any claims involving less than all of the Securityholders for which the applicable Securityholders shall bear their respective pro rata share of such costs and expenses), for itself and for his, her or its heirs, executors, legal representatives and assigns, hereby agrees to indemnify and hold harmless the Securityholder Representative Loss is incurred; provided from and against any and all claims that in may arise against the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence reason of the Securityholder Representative’s actions or inactions hereunder in its capacity as the Securityholder Representative (except in the case of fraud or intentional or willful misconduct on the part of the Securityholder Representative) or against the Securityholder Representative, in its capacity as such, by reason of such Securityholder’s fraud, misrepresentation, breach of representation or warranty or non-fulfillment of any obligation of such Securityholder contained in this Agreement. In the event any Securityholder (a “Defaulting Securityholder”) fails to indemnify the Securityholder Representative within sixty (60) days of the date of demand by the Securityholder Representative for such indemnity, the other Securityholders shall, in proportion to their respective Securityholder Percentages (other than any claims involving less than all of the Securityholders for which the applicable Securityholders shall bear their respective pro rata share), make such indemnity payment and shall be subrogated to the rights of the Securityholder Representative against the Defaulting Securityholder to the extent of such payments. Notwithstanding anything to the contrary set forth herein, if any of the loans made by the Company to directors, officers or employees described in Section 3.2(k) are not repaid within seven (7) days after the Closing Date, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, shall purchase from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services, other than using funds from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the SecurityholdersAdvance Amount, the engagement of the Securityholder Representative each such loan which is made pursuant not so repaid, for an amount equal to the terms of the Engagement Agreement to be entered with the Securityholder Representativeaggregate principal amount thereof. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereof[Signature pages follow.]

Securityholder Representative. (a) For purposes of this Agreement, the Securityholders without any further action on Company and each Securityholder by virtue of the part adoption and approval of this Agreement and approval of the Mergers and/or acceptance of any such partiesconsideration pursuant to this Agreement or by approving of and adopting this Agreement, shall be deemed to the Mergers and the Transaction Documents by the Required Stockholder Vote or the Letter of Transmittal and receiving the benefits thereof, have consented to constituted, appointed and empowered effective from and after the appointment of date thereof the Securityholder Representative, for the benefit of the Securityholders and as the exclusive agent and attorney-in-fact for and to act on behalf of each such Securityholder, in connection with and to facilitate the taking consummation of the transactions contemplated by this Agreement, which shall include the Securityholder Representative of any power and authority to: (i) execute this Agreement and other agreements, documents and certificates pursuant to such agreements, including all amendments to this Agreement and such agreements, and take all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative under this Agreement, including the exercise of the power to Agreement and such agreements; (aii) preparenegotiate, execute and deliver any documentsuch waivers, certificate consents and amendments as the Securityholder Representative, in its sole discretion, may deem necessary or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or the Escrow Agreements and any amendments hereto and thereto, desirable; (biii) authorize or object to delivery to Acquiror Parent of cash from the Adjustment Escrow Amount and the Working Capital Escrow Amount, or Account; (iv) to deduct and/or hold back any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect funds that may be payable to Indemnification Claims and disputes relating to the Earn-Out, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all actions necessary in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are specifically mandated by the terms of this Agreement or the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this AgreementAgreement and the Escrow Agreement in order to pay any amount that may be payable by such Securityholder hereunder, in each case as on a basis consistent with their Allocable Percentage of such funds; (v) enforce and protect the rights and interests of the Securityholder and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein and therein, and to take any and all actions which the Securityholder Representative Loss is incurredbelieves are necessary or appropriate under this Agreement for and on behalf of the Securityholders, including consenting to, compromising or settling any such claims, conducting negotiations with Parent, the Company and their respective Representatives regarding such claims, and, in connection therewith, to: (A) assert any claim or institute any action, proceeding or investigation; provided that in (B) investigate, defend, contest or litigate any claim, action, proceeding or investigation initiated by Parent, the event it is finally adjudicated that a Company or any other Person, or by any Governmental Authority against the Securityholder Representative Loss and/or any of the Securityholders, and receive process on behalf of any or all Securityholders in any portion thereof was primarily caused such claim, action, proceeding or investigation and compromise or settle on such terms as the Securityholder Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (C) file any proofs of debt, claims and petitions as the Securityholder Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under this Agreement; (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, it being understood that the Securityholder Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions; and (F) use the Expense Fund Amount to satisfy any expenses incurred by the willful misconductSecurityholder Representative in connection with fulfilling its obligations hereunder from and after the Closing Date; (vi) refrain from enforcing any right of the Securityholders arising out of or under or in any manner relating to this Agreement; provided, bad faith or gross negligence however, that no such failure to act on the part of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount except as otherwise provided in this Agreement, shall be deemed a waiver of any such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith right or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered interest by the Securityholder Representative only or by the Securityholders unless such waiver is in writing signed by the following order: (i) first, from waiving party or by the Securityholder Representative Expense AmountRepresentative; (vii) make, (ii) secondexecute, from acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the amounts Securityholder Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow transactions contemplated by this Agreement; (iiiviii) thirdengage special counsel, from any Earn-out Amounts at accountants and other advisors and incur such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds other expenses on behalf of the Securityholders or otherwisein connection with any matter arising under this Agreement; and (ix) collect, hold and disburse the Expense Fund Amount and any other amounts due and payable to the Securityholder Representative will not be required to take any action involving any expense unless for the payment benefit of such expense is made or provided for in a manner satisfactory to it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services, other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to in accordance with the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereof.

Securityholder Representative. For purposes (a) By virtue of the approval of the Merger and this AgreementAgreement by the requisite vote of the Stockholders, each of the Securityholders without any further action on the part of any such parties, Stockholders shall be deemed to have consented agreed to the appointment of the Securityholder Representative, appoint Xxxx Xxxxx as the its agent and attorney-in-fact fact, as the Securityholder Representative for and on behalf of each such Securityholder, the Escrow Participants to take all actions under this Agreement and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted Paying Agent Agreement that are to be taken by the Securityholder Representative under this AgreementRepresentative, including the exercise of the power to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to amend this Agreement or the Escrow Agreements Paying Agent Agreement, to waive any provision of this Agreement or the Paying Agent Agreement, to negotiate payments due pursuant to this Article VI, to give and receive notices and communications, to authorize payment to any amendments hereto and thereto, (b) authorize delivery to Acquiror of Indemnified Party from the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, Fund in satisfaction of Indemnification Claims and payment of claims by any Adjustment Amount dueIndemnified Party, respectivelyto object to such payments, (c) to agree to, negotiate, enter into settlements and compromises of of, 105132706 v11 and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims such claims, to assert, negotiate, enter into settlements and disputes compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Party against any Escrow Participant or by any such Escrow Participant against any Indemnified Party or any dispute between any Indemnified Party and any such Escrow Participant, in each case relating to this Agreement or the Earn-Outtransactions contemplated hereby, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are (ii) specifically mandated by the terms of this Agreement or Agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power to act on behalf may not be removed unless holders of each Securityholder with respect to this Agreement and at least a two-thirds interest of the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant Fund agree to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine such removal and to have been signed by the proper person (and shall have no responsibility to determine identity of the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligencesubstituted agent. In all questions arising under this Agreement or A vacancy in the Escrow Agreements, position of Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken filled by the Securityholder Representative pursuant to the terms holders of this Agreement, a majority in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% interest of the Escrow Amount can Fund. In the event a vacancy in the position of Securityholder Representative exists for thirty (30) or more days, Parent shall have the right, upon thirty (30) days’ prior written notice to the Escrow Participants, to petition a court of competent jurisdiction to appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the replacement Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall not receive no any compensation for its services, other than . Notices or communications to or from the Securityholder Representative Expense Amount shall constitute notice to or as set forth in from the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofEscrow Participants.

Securityholder Representative. For purposes (a) By voting in favor of the adoption of this Agreement, the Securityholders without any further action on approval of the part principal terms of any such partiesthe Mergers, and the consummation of the Mergers, executing a Joinder Agreement or participating in the Mergers and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Mergers, each Company Indemnitor shall be deemed to have consented to approved the appointment of the Securityholder Representativedesignation of, and hereby designates, Shareholder Representative Services LLC as the representative, agent and attorney-in-fact for and on behalf of each such Securityholder, and the taking by Company Indemnitors as of the Securityholder Representative of any and Closing for all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative under purposes in connection with this Agreement, including the exercise of the power to (a) prepare, execute Paying Agent Agreement and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or the Escrow Agreements Agreement, and any amendments hereto other agreements ancillary hereto, including to give and theretoreceive notices and communications, (b) to authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount dueclaims by Parent, respectivelyto object to such payments, (c) to agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims and disputes relating to the Earn-Outsuch claims, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are specifically mandated (ii) permitted by the terms of this Agreement or the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such the Paying Agent Agreement or the Escrow Agreement. The Securityholder Representative Loss is incurred; provided that in may resign at any time upon at least ten (10) days prior written notice to the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused Company Indemnitors. Such agency may be changed by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable Company Indemnitors from time to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: time upon not less than ten (i10) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable days prior written notice to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereofParent; provided, that while this section allows the Securityholder Representative may not be removed unless the former holders of a majority of Company Capital Stock agree to be paid from such removal and to the identity of the substituted agent. A vacancy in the position of Securityholder Representative Expense Amount, may be filled by the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf former holders of the Securityholders or otherwise, and the Securityholder Representative will not be required to take any action involving any expense unless the payment a majority of such expense is made or provided for in a manner satisfactory to it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow AgentCompany Capital Stock. No bond shall be required of the Securityholder Representative. After the Closing, and notices or communications to or from the Securityholder Representative shall receive no compensation for its services, other than constitute notice to or from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofCompany Indemnitors.

Securityholder Representative. For purposes (a) By virtue of the approval of the Merger and this AgreementAgreement by the requisite vote of the Stockholders, each of the Securityholders without any further action on the part of any such parties, Stockholders shall be deemed to have consented agreed to the appointment of the Securityholder Representative, appoint Xxxxx Xxx as the its agent and attorney-in-fact fact, as the Securityholder Representative for and on behalf of each such Securityholderthe Holdback Participants, Optionholders and the taking by the Securityholder Representative of any and Bonus Recipients to take all actions and the making of any decisions required or permitted under this Agreement that are to be taken by the Securityholder Representative under Representative, including to amend this Agreement, including the exercise to waive any provision of the power this Agreement, to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders negotiate payments due pursuant to this Agreement or Article VII, to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, Holdback Fund in satisfaction of Indemnification Claims and payment of claims by any Adjustment Amount dueIndemnified Party, respectivelyto object to such payments, (c) to agree to, negotiate, enter into settlements and compromises of of, and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims such claims, to assert, negotiate, enter into settlements and disputes compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Party against any Holdback Participant, Optionholder or Bonus Recipient or by any such Holdback Participant, Optionholder or Bonus Recipient against any Indemnified Party or any dispute between any Indemnified Party and any such Holdback Participant, Optionholder or Bonus Recipient, in each case relating to this Agreement or the Earn-Outtransactions contemplated hereby, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are (ii) specifically mandated by the terms of this Agreement or the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power to act on behalf A vacancy in the position of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on be filled by the advice holders of counsel, and a two-thirds majority in interest of the Holdback Fund. In the event a vacancy in the position of Securityholder Representative will not be liable exists for fifteen (15) or more days, Parent shall have the right to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis petition a court of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not competent jurisdiction to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that appoint a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the replacement Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall not receive no any compensation for its services, other than . Notices or communications to or from the Securityholder Representative Expense Amount shall constitute notice to or as set forth in from the Securityholder Representative Engagement AgreementHoldback Participants, Optionholders and Bonus Recipients. Solely as between This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Stockholder or by operation of Law, whether by the Securityholdersdeath or incapacity of any Stockholder that is an individual, termination of any trust or estate, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation dissolution, liquidation or removal of the Securityholder Representative bankruptcy or any corporation, partnership or other entity or the termination occurrence of this Agreement. The approval of this Agreement any other event, and any action taken by the requisite vote Representative shall be as valid as if such death, incapacity, termination, dissolution, liquidation, bankruptcy or written consent other event had not occurred, regardless of Stockholders whether or not the Representative shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofhave received any notice thereof.

Securityholder Representative. For purposes (a) By virtue of this Agreementthe execution and delivery of a Release, the Securityholders and without any further action on the part of any such partiesof the Indemnity Stockholders or the Company, each of the Indemnity Stockholders shall be deemed to have consented agreed to the appointment of appoint the Securityholder Representative, Representative as the their exclusive agent and attorney-in-fact fact, as their sole and exclusive representative for and on behalf of each such Securityholderthe Indemnity Stockholders and to receive and distribute payments, to give and receive notices and communications, to authorize payment to any TheMaven Indemnified Party from the taking Indemnity Escrow and otherwise in satisfaction of indemnification claims by the Securityholder Representative any TheMaven Indemnified Party pursuant to Section 10 of any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative under this Agreement, including the exercise of the power to (a) prepareobject to such payments, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or the Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, (c) agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims to, any indemnification claim hereunder or any dispute between any TheMaven Indemnified Party and disputes any Indemnity Stockholders, in each case relating to the Earn-Out, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, Agreement or the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunderMerger, and (g) to take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. Notwithstanding the foregoing, the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power shall have no obligation to act on behalf of each the Indemnity Stockholders, except as expressly provided in this Agreement and in the Escrow Agreement and, for the avoidance of doubt, there are no obligations of the Securityholder with respect Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. The Securityholder Representative may resign at any time. The immunities and rights to indemnification shall survive the resignation or removal of the Securityholder Representative and the Closing and/or any termination of this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative. Other than in connection with any claim pursued by a TheMaven Indemnified Party directly against an Indemnity Stockholder, and notices or communications to or from the Securityholder Representative shall receive no compensation for its servicesconstitute notice to or from the Indemnity Stockholders. The powers, other than from immunities and rights to indemnification granted to the Securityholder Representative Expense Amount hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or as set forth liquidation of any Indemnity Stockholder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Indemnity Stockholder of the whole or any fraction of his, her or its interest in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofIndemnity Escrow.

Securityholder Representative. For purposes (a) The parties have agreed that it is desirable to designate a representative to act on behalf of this AgreementBlocker Holder and the Company Unitholders (the “Securityholders”). By voting in favor of the adoption of the Transactions or participating therein and receiving the benefits thereof, including the Securityholders without any further action on right to receive the part of any such partiesconsideration payable in connection herewith, each Securityholder shall be deemed to have consented to approved the appointment of the Securityholder Representativedesignation of, and hereby designates, Shareholder Representative Services LLC as the its representative, agent and attorney-in-fact for all purposes in connection with this Agreement and on behalf of each such Securityholderthe agreements ancillary hereto (the “Securityholder Representative”). The Securityholders hereby designate Shareholder Representative Services LLC as the initial Securityholder Representative. The Securityholder Representative may resign at any time, and the taking Securityholder Representative may be removed by the affirmative vote of the Blocker Holder and persons which collectively owned more than fifty percent (50%) membership interests of the Company as of immediately prior to the Second Effective Time, voting together as a single class (the “Majority Holders”). In the event that a Securityholder Representative has resigned or been removed, a new Securityholder Representative shall be appointed by a vote of the Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Securityholder Representative. The Securityholder Representative shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement and the agreements ancillary hereto; provided, however, that the Securityholder Representative of any and all actions and the making of any decisions required or permitted shall have no obligation to be taken by the Securityholder Representative under this Agreement, including the exercise of the power to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or act on behalf of the Securityholders pursuant except as expressly provided herein. Without limiting the generality of the foregoing, the Securityholder Representative shall have full power, authority and discretion to, after the Second Effective Time (i) negotiate and enter into amendments to this Agreement or for and on behalf of the Escrow Agreements and any amendments hereto and theretoSecurityholders, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims and disputes relating to the Earn-Out, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (fii) give and receive notices and other communications hereunderrelating to this Agreement and the Transactions on behalf of the Securityholder, (iii) take or refrain from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of or related to this Agreement and the Transactions and (giv) take all actions necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of foregoing, including with respect to any determination or dispute related to the other termsContingency Consideration. The Securityholder Representative shall have no liability to NAC, conditions and limitations of this Agreement and ParentCo, Blocker, Merger Sub Corp, Merger Sub LLC, the Escrow Agreements or that are specifically mandated by the terms of this Agreement Company or the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power to act on behalf of each Surviving Company or any Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by or omitted to be taken, except to the extent directly arising out of the Securityholder Representative’s gross negligence or willful misconduct. The Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and shall be entitled to conclusively rely on any action or decision the opinions and advice of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (such persons and shall have no responsibility to determine the authenticity thereof), nor liability for any other action or inaction, except its own willful misconduct, bad faith or gross negligencesuch reliance. In all questions arising under this Agreement or the Escrow Agreements, The Securityholder Representative may rely shall be entitled to reimbursement solely from the Securityholders (pro rata in proportion to Cash Consideration and ParentCo Common Shares issuable to such Securityholder at the Closing as set forth on the advice Payment Spreadsheet) for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such adviceRepresentative. The Securityholders shall, severally will (pro rata in proportion to Cash Consideration and ParentCo Common Shares issuable to such Securityholder at the Closing as set forth on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be madePayment Spreadsheet) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including reasonable attorneys’ fees and court costs and the fees and expenses of counsel and experts and their staffs and all expenses expense of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred arising out of or in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms Representative’s execution and performance of this Agreement, in each case as such Securityholder Representative Loss is suffered or incurred; provided provided, that in the event it that any such Representative Loss is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily to have been directly caused by the willful misconduct, bad faith or gross negligence or willful misconduct of the Securityholder Representative, the Securityholder Representative will reimburse each Securityholder (pro rata in proportion to Cash Consideration and ParentCo Common Shares issuable to such Securityholder at the Securityholders Closing as set forth on the Payment Spreadsheet) the amount of such indemnified Securityholder Representative Loss to the extent attributable to such gross negligence or willful misconduct, bad faith or gross negligence. Any If not paid directly to the Securityholder Representative by the Securityholders, any such Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only from the funds in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereofFund; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amountsaforementioned sources of funds, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, and any restrictions or limitations on liability or indemnification obligations of the Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services, other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representativeunder this section. The Securityholders acknowledge and agree that the foregoing indemnities will survive the Closing, the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval Upon the Closing, the Company will wire an amount of $200,000 (the “Expense Fund”) to the Securityholder Representative, which will be used for the purposes of paying directly, or reimbursing the Securityholder Representative for, any third party expenses pursuant to this Agreement and the agreements ancillary hereto. The Securityholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Securityholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Securityholder Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Securityholder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Securityholder Representative’s responsibilities, the Securityholder Representative will deliver any remaining balance of the Expense Fund to the Exchange Agent for further distribution to the Securityholders. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the requisite vote or written consent Securityholders at the time of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofClosing.

Securityholder Representative. For purposes (a) Immediately upon the approval of this AgreementAgreement by the Company Holder Approval, the Securityholders without any further action on the part of any such parties, each Holder shall be deemed to have consented to the appointment of the Securityholder Representative, Shareholder Representative Services LLC as the Holders’, Optionholders’ and Warrantholder’s representative and attorney-in-fact for and on behalf (the “Securityholder Representative”), with full power of each such Securityholder, and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted substitution to be taken by the Securityholder Representative under this Agreement, including the exercise of the power to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or act on behalf of the Securityholders pursuant to this Agreement or the Escrow Agreements Holders, Optionholders and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims and disputes relating Warrantholder to the Earn-Out, extent and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all actions necessary in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of manner set forth in this Agreement and the Escrow Agreements or that are specifically mandated Agreement. All decisions, actions, consents and instructions by the terms of this Agreement or the Securityholder Representative Engagement Agreementshall be binding upon all of the Holders, Optionholders and Warrantholder and no such Person shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction. Accordingly, Securityholder Representative has unlimited authority The Parent and power to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation Merger Sub shall be entitled to rely on any action decision, action, consent or decision instruction of Securityholder Representative. the Securityholder Representative will incur no as being the decision, action, consent or instruction of the Holders, Optionholders and Warrantholder, and the Parent and Merger Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. Notwithstanding anything in this Section 2.15 to the contrary, unless Holders, Optionholders and Warrantholder holding a majority of the aggregate Fully Diluted Share Number as of the Effective Time (the “Majority Holders”) shall have notified Parent and the Securityholder Representative in writing to the contrary, the Securityholder Representative shall not be empowered or authorized to act as the Holders’, Optionholders’ or Warrantholder’s agent or attorney-in-fact with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor claim for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services, other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating Article VIII to the transactions contemplated hereby extent such claim seeks recovery from the Holders, Optionholders and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofWarrantholder directly.

Securityholder Representative. For purposes (a) By virtue of the approval of the Merger and this AgreementAgreement by the Primaeva Stockholders, each of the Securityholders without any further action on the part of any such parties, Indemnifying Parties shall be deemed to have consented agreed to the appointment of the Securityholder Representativeappoint Xxxxxxx Healthcare V, LP in as their agents and attorney in facts, as the attorney-in-fact Securityholder Representative for and on behalf of each such Securityholderthe Indemnifying Parties to give and receive notices and communications, and the taking by the Securityholder Representative of to authorize payment to any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative under this Agreement, including the exercise of the power to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or Indemnified Party from the Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, Funds in satisfaction of Indemnification Claims claims by such Indemnified Party pursuant to Article VIII, to object to such payments, to audit and payment dispute Syneron’s calculation of any Adjustment Amount dueNet Revenue and Milestone Payments, respectively, (c) to agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims such claims, to assert, negotiate, enter into settlements and disputes compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Earn-Outtransactions contemplated hereby, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are (ii) specifically mandated by the terms of this Agreement or Agreement. Such agency may be changed by the Indemnifying Parties from time to time; provided, however, that the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power may not be removed unless holders of a majority of the Total As-Converted Outstanding Common Shares agree to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine such removal and to have been signed by the proper person (and shall have no responsibility to determine identity of the authenticity thereof)substituted agent. Notwithstanding the foregoing, nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or a vacancy in the Escrow Agreements, position of Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken filled by the Securityholder Representative pursuant to the terms holders of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence majority of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any EarnTotal As-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow AgentConverted Outstanding Common Shares. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall not receive no any compensation for its services, other than . Notices or communications to or from the Securityholder Representative Expense Amount Representatives shall constitute notice to or as set forth in from the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofIndemnifying Parties.

Securityholder Representative. (a) For purposes of this Agreement, the Securityholders Paying Agency Agreement, the Registration Rights Agreement, and the other ancillary agreements, documents and certificates pursuant to such agreements, including all waivers and amendments to such agreements, documents and certificates (collectively, the “Transaction Documents”), the Transactions and in any Action involving the Transaction Documents, each Company Indemnifying Party shall, without any further action on the part of any such partiesCompany Securityholder, shall be deemed to have consented to the appointment of the Securityholder RepresentativeRepresentative as the representative of such Company Securityholder, as the attorney-in-fact for and on behalf of each such SecurityholderCompany Securityholder in accordance with the terms of its engagement as the representative of the Company Securityholders, and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by them under or contemplated by the Transaction Documents in each case, as applicable. In connection therewith, the Securityholder Representative under this Agreement, including the exercise of shall have the power to (a) prepareand authority, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant Company Securityholders, as applicable, to: (i) execute and deliver the Transaction Documents (it being understood that no amendment shall be made which by Law requires further approval by the Company Stockholders without such further approval), and take all actions required or permitted to this Agreement or be taken under the Escrow Agreements and any amendments hereto and thereto, Transaction Documents; (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, (cii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims and disputes relating to such indemnification or other claims; (iii) act for the Earn-Out, and pursue remedies and Actions Company Indemnifying Parties (regardless of whether any such Company Indemnifying Party votes in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations favor of the Total Merger Consideration adoption and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all actions necessary in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations approval of this Agreement and the Escrow Agreements or that are specifically mandated by approval of the terms of Merger) with regard to all matters pertaining to indemnification pursuant to this Agreement or Article VI, including the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power to act compromise any indemnification claim on behalf of each Securityholder the Company Indemnifying Parties and to transact matters of litigation or other claims; (iv) give, receive and forward all notices and communications required to be given or received by the Company Securityholders under the Transaction Documents and in connection with respect to any of the transactions and other matters contemplated hereby or thereby (including the Transactions), including receiving service of process in connection with any claims under this Agreement and the Escrow Agreements Paying Agency Agreement; (v) engage attorneys, accountants, financial and other advisors and other Persons (including the dispositionPaying Agent) necessary or appropriate (at the expense of the Company Securityholders), settlement in the sole discretion of the Securityholder Representative in the performance of its duties under this Agreement, and authorizing and directing the disbursement of funds to pay the fees and expenses of such Persons (including, for the avoidance of doubt, by directing the disbursement of a portion of any Milestone Payment or other handling of all Indemnification Claims, rights or obligations arising from and taken Revenue Payment payable to the Company Securityholders pursuant to this Agreement or to pay the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not such Persons prior to exceed disbursing the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the remaining amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith Milestone Payment or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable Revenue Payment to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Company Securityholders); and (ivvi) last, directly take all actions or refrain from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered doing any further act or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance deed on its own funds behalf or on behalf of the Company Securityholders or otherwise, and that the Securityholder Representative will not be required deems necessary or appropriate in its discretion relating to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. The Securityholders who have contributed at least 60% subject matter of the Escrow Amount can appoint Transaction Documents, as fully and completely as the Company Securityholders could do if personally present. Shareholder Representative Services LLC, a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to Colorado limited liability company, hereby accepts its appointment as the Securityholder Representative, Acquiror . The Securityholder Representative is authorized by each Company Securityholder to act on such holder’s behalf as required under the Transaction Documents. The Securityholder Representative may resign or be replaced in accordance with the terms of its engagement as the representative of the Company Securityholders and the Escrow Agentnewly appointed Securityholder Representative shall deliver written notice thereof to Parent and the Paying Agent (together with reasonable evidence thereof). Such substituted representative shall be deemed to be the Securityholder Representative for all purposes of the Transaction Documents. Such removal and appointment will shall be effective upon the later of the date indicated in the written consent or the date such written consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) Parent and the Escrow Paying Agent. No bond shall be required of the Securityholder Representative, All decisions and actions by the Securityholder Representative shall receive no compensation for its services, other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the be binding upon all Company Securityholders, and no Company Securityholders shall have the engagement of right to object, dissent, protest or otherwise contest the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofsame.

Securityholder Representative. For purposes (a) By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each of the Company Securityholders without any further action on the part of any such parties, shall be deemed to have consented to approved the appointment of designation of, and hereby designates, Shareholder Representative Services LLC as the Securityholder RepresentativeRepresentative under the terms set forth herein, and as the its agent and attorney-in-fact for to give and on behalf of each such Securityholderreceive notices and communications, and the taking by the Securityholder Representative of to authorize payment to any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative under this Agreement, including the exercise of the power to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or Indemnified Parties from the Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, Fund in satisfaction of Indemnification Claims and payment of any Adjustment Amount dueclaims by such Indemnified Parties pursuant to Section 8.2(a), respectivelyto object to such payments, (c) to agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims such claims, to assert, negotiate, enter into settlements and disputes compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Parties against any Company Securityholder or by any such Company Securityholder against any Indemnified Parties or any dispute between any Indemnified Parties and any such Company Securityholder, in each case relating to this Agreement or the Earn-Outtransactions contemplated hereby, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all other actions that are necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of Securityholder Representative’s responsibilities under this Agreement and to otherwise effectuate the Escrow Agreements or that are specifically mandated transactions contemplated hereby. The Securityholder Representative may be removed by written consent of the terms holders of this Agreement or a majority of the Company Capital Stock immediately prior to the Effective Time agreeing to such removal and to the identity of the substituted agent. If the Securityholder Representative Engagement Agreement. Accordinglyshall die, Securityholder Representative has unlimited authority and power become disabled, resign or otherwise be unable to act on behalf fulfill its responsibilities hereunder, the Company Securityholders shall (by consent of each Securityholder with respect the holders of a majority of Company Capital Stock immediately prior to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereofEffective Time), nor for any other action within ten (10) days after such death, disability, resignation or inactioninability, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable appoint a successor to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes immediately thereafter notify Parent of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses the identity of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed such successor. Any such successor shall succeed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “former Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by as the Securityholder Representative pursuant to the terms of this Agreement, in each case as such hereunder. If for any reason there is no Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or at any portion thereof was primarily caused by the willful misconducttime, bad faith or gross negligence of the Securityholder Representative, all references herein to the Securityholder Representative will reimburse shall be deemed to refer to the Securityholders Company Securityholders. Notwithstanding the amount foregoing, a vacancy in the position of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered filled by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf holders of a majority of the Securityholders or otherwise, and the Securityholder Representative will not be required Company Capital Stock immediately prior to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall not receive no any compensation for its services, services other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Securityholder Representative Agreement entered into between Shareholder Representative Services LLC, the Company and certain of the Company Securityholders on or about the date hereof. After the Effective Time, notices or communications to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of from the Securityholder Representative shall constitute notice to or from the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofCompany Securityholders.

Securityholder Representative. For purposes (a) By virtue of executing this Agreement, Agreement by each of the Securityholders and without any further action on the part of any such partiesof the Securityholders or the Company, each of the Securityholders shall be deemed to have consented agreed to the appointment of the Securityholder Representativeirrevocably appoint Fortis Advisors LLC as such Securityholder’s true, as the exclusive, and lawful agent and attorney-in-fact fact, as the Securityholder Representative for and on behalf of each such Securityholderthe Securityholders, and to take all actions under this Agreement, the taking by Escrow Agreement or the Securityholder Representative of any and all actions and the making of any decisions required or permitted Engagement Agreement that are to be taken by the Securityholder Representative under Representative, including to amend this Agreement, including to waive any provision of this Agreement, to take actions necessary to give effect to the exercise of the power Acquisition, to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders negotiate payments due pursuant to this Agreement or Article IX, to give and receive notices and communications, to authorize payment to any Buyer Indemnified Person from the Indemnity Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, Fund in satisfaction of Indemnification Claims and claims by any Buyer Indemnified Person, to authorize payment of any to Buyer from the Adjustment Amount dueEscrow Fund, respectivelyto object to such payments, (c) to agree to, negotiate, enter into settlements and compromises of of, and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims such claims, to assert, negotiate, enter into settlements and disputes compromises of, and comply with orders of courts with respect to, any other claim by any Buyer Indemnified Person against any of the Securityholders or by any of the Securityholders against any Buyer Indemnified Person or any dispute between any Buyer Indemnified Person and any of the Securityholders, in each case relating to this Agreement or the Earn-Out, and pursue remedies and Actions transactions contemplated in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are (ii) specifically mandated by the terms of this Agreement, the Escrow Agreement or the Securityholder Representative Engagement Agreement, in each case subject to the limitation set forth in this Section 9.5 or otherwise in this Agreement and in accordance with the terms hereof, and Fortis Advisors LLC hereby accepts such appointment. AccordinglyNotwithstanding the foregoing, the Securityholder Representative has unlimited authority and power shall have no obligation to act on behalf of each the Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Securityholder with respect Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedule. The Securityholder Representative’s appointment shall survive the death, incapacity, adjudication of incompetence or insanity, or dissolution or bankruptcy, of any Securityholder. Such agency may be changed by the Securityholders from time to time upon not less than thirty (30) days’ prior written notice to Buyer; provided, however, that the Securityholder Representative may not be removed unless Securityholders representing the holders of at least a two-thirds interest of the Indemnity Escrow Fund agree to such removal and to the identity of the substituted agent. The immunities and rights to indemnification shall survive the resignation or removal of the Securityholder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligenceAgreement. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice event of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that a vacancy in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence position of the Securityholder Representative, the Securityholder Representative will reimburse role shall be temporarily filled by the Securityholders the amount holding a majority in interest of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow AgentFund. No bond shall be required of the Securityholder Representative, and . Notices or communications to or from the Securityholder Representative shall receive no compensation for its servicesconstitute notice to or from all the Securityholders. The powers, other than from immunities and rights to indemnification granted to the Securityholder Representative Expense Amount Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or as set forth liquidation of any Securityholder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Securityholder of the whole or any fraction of his, her or its interest in the Indemnity Escrow Fund or Additional Consideration. All actions taken by the Securityholder Representative under this Agreement, the Escrow Agreement or the Securityholder Representative Engagement Agreement. Solely Agreement shall be binding upon each Securityholder and such Securityholder’s successors as between if expressly confirmed and ratified in writing by such Seller, and all defenses which may be available to any Securityholder to contest, negate or disaffirm the Securityholders, the engagement action of the Securityholder Representative is made pursuant to taken in good faith under this Agreement, the terms of the Engagement Escrow Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Engagement Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofare waived.

Securityholder Representative. For purposes (a) By virtue of execution and delivery of a Joinder Agreement, and the adoption of this AgreementAgreement and the approval of the Merger by the Company Securityholders, each of the Company Securityholders without any further action on the part of any such parties, shall be deemed to have consented agreed to the appointment of appoint Shareholder Representative Services LLC as the Securityholder Representative, to act as the its, his or her exclusive agent and attorney-in-fact for and with the authority (but subject to the limitations on behalf of each such Securityholder, and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative under authority set forth in this Agreement, including the exercise of the power ) to: (i) give and receive notices and communications to (a) prepare, execute and deliver or from Acquiror or any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant Acquiror Indemnified Party relating to this Agreement or any of the Escrow Agreements transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any amendments hereto and thereto, such notice or communication shall be given or received by the Company Securityholders individually); (bii) authorize delivery Acquiror to Acquiror of the Escrow Amount retain and the Working Capital Escrow Amount, set-off against all or any portion thereof, of the Total Earnout Consideration in satisfaction of Indemnification Claims and claims requiring payment to any Acquiror Indemnified Party (including Acquiror on behalf of itself or any Adjustment Amount dueother Acquiror Indemnified Party), respectivelyincluding by not objecting to such claims; (iii) object to any claims for indemnification, compensation, or reimbursement under this Article VIII, including those directly against Seller Indemnifying Parties; (civ) consent or agree to, negotiate, enter into settlements and compromises of, and represent the interests of the Seller Indemnifying Parties in any dispute relating to, and comply with orders of courts and awards of arbitrators Orders with respect to Indemnification Claims and disputes relating to the Earn-Outto, and pursue remedies and Actions in connection with any alleged breach of claims for indemnification, compensation, or reimbursement under this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, Article VIII; and (gv) take all actions necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are specifically mandated by the terms of this Agreement or the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreementforegoing, in each case as without having to seek or obtain the consent of any Person under any circumstance; provided, however, that for clarity, in no event shall the Securityholder Representative, through such settlements and compromises, or otherwise, increase any Seller Indemnifying Party’s indemnification obligations beyond that expressly contemplated by this Agreement. The Securityholder Representative Loss is incurred; provided that shall only have the power and authority to act regarding matters pertaining to the Company Securityholders as a group and not individually, and shall not have power or authority to treat any particular Company Securityholder in the event it is finally adjudicated that a manner different from any other Company Securityholder (except as consistent with such Company Securityholder’s Closing Pro Rata Portion or Overall Pro Rata Portion). The Securityholder Representative Loss shall not have any power or authority to bind any portion thereof was primarily caused Company Securityholder to any obligations or restrictions applicable to such Company Securityholder beyond the subject matter of an Indemnifiable Matter, the determination of the Final Total Closing Cash Consideration and the determination of Total Earnout Consideration. The Person serving as the Securityholder Representative may be replaced from time to time by a vote of the willful misconduct, bad faith or gross negligence Persons then holding an Overall Pro Rata Portion greater than two-thirds (2/3) of the aggregate of all Overall Pro Rata Portions. The Securityholder Representative may resign at any time in accordance with the terms of the Securityholder Representative, ’s engagement letter. [***] Confidential treatment has been requested for the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 itbracketed portions. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice confidential redacted portion has been omitted and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services, other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered filed separately with the Securityholder Representative. The Securityholders acknowledge Securities and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofExchange Commission.

Securityholder Representative. For purposes (a) The Securityholders, by virtue of the approval and adoption of this AgreementAgreement by the Stockholders, the Securityholders without any further action on the part of any such parties, shall be deemed to have consented to the appointment of irrevocably constitute and appoint the Securityholder Representative, Representative (and Securityholder Representative hereby accepts such appointment) as the their agent and attorney-in-fact for and on behalf of each such Securityholder, with full power of substitution, to act in the name, place and stead of each Securityholder, with respect to any matter relating to or under this Agreement and the Escrow Agreement, including (i) taking by such actions and making such decisions as may be necessary or appropriate in connection with the Securityholder Representative determination of the amounts payable hereunder; (ii) taking such actions and making such decisions as may be necessary or appropriate in connection with any dispute arising pursuant to Section 1.9, including reviewing, disputing, agreeing to, negotiating, entering into settlements or compromises of any such disputes; (iii) enforcing this Agreement and the Escrow Agreement on behalf of the Securityholders; (iv) giving and receiving all notices required to be given under this Agreement and the Escrow Agreement; (v) taking any and all actions and the making of any and all decisions required or permitted to be taken or made by the Securityholder Representative under this Agreement, including the exercise of the power to (a) prepare, execute Agreement and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or the Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims and disputes relating to the Earn-Out, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, ; and (gvi) take taking any and all actions necessary or appropriate in the judgment furtherance of the Securityholder Representative or for the accomplishment of the foregoing and all foregoing. The power of the other terms, conditions and limitations of attorney granted in this Agreement and the Escrow Agreements or that are specifically mandated Section 7.3 by the terms of this Agreement or each Securityholder to the Securityholder Representative Engagement Agreement. Accordinglyis coupled with an interest and is irrevocable, Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will may be bound delegated by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against shall survive the death or incapacity of any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative. The Securityholder Representative shall be entitled to engage outside legal counsel, and accountants, consultants, experts or other advisors as the Securityholder Representative shall receive no compensation for deemed necessary or appropriate in connection with performing its services, other than from the Securityholder Representative Expense Amount duties or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of exercising its rights under this Agreement by and the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofEscrow Agreement.

Securityholder Representative. For purposes (a) By virtue of the approval of the Acquisition and this AgreementAgreement by each of the Securityholders, each of the Securityholders without any further action on the part of any such parties, shall be deemed to have consented agreed to the appointment of the Securityholder Representativeappoint Lars Sunnanväder as his, her or its, as the applicable, agent and attorney-in-fact fact, as the Securityholder Representative for and on behalf of each such Securityholder, and the taking by the Securityholder Representative of any and Securityholders to take all actions and the making of any decisions required or permitted under this Agreement that are to be taken by the Securityholder Representative under Representative, including to amend this Agreement, including the exercise to waive any provision of the power this Agreement, to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders negotiate payments due pursuant to this Agreement or ‎Article IX, to give and receive notices and communications, to authorize payment to any Buyer Indemnified Person from the Indemnity Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, Fund in satisfaction of Indemnification Claims and payment of claims by any Adjustment Amount dueBuyer Indemnified Person, respectivelyto object to such payments, (c) to agree to, negotiate, enter into settlements and compromises of of, and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims such claims, to assert, negotiate, enter into settlements and disputes compromises of, and comply with orders of courts with respect to, any other claim by any Buyer Indemnified Person against any of the Securityholders or by any of the Securityholders against any Buyer Indemnified Person or any dispute between any Buyer Indemnified Person and any of the Securityholders, in each case relating to this Agreement or the Earn-Out, and pursue remedies and Actions transactions contemplated in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are (ii) specifically mandated by the terms of this Agreement or Agreement. Such agency may be changed by the Securityholders from time to time upon not less than thirty (30) days prior written notice to CryoLife, Parent and Buyer; provided, however, that the Securityholder Representative Engagement Agreementmay not be removed unless Securityholders representing the holders of at least a two-thirds interest of the Indemnity Escrow Fund agree to such removal and to the identity of the substituted agent. Accordingly, A vacancy in the position of Securityholder Representative has unlimited authority and power to act on behalf may be filled by the Securityholders representing the holders of each Securityholder with respect to this Agreement and a majority in interest of the Indemnity Escrow Agreements and Fund. In the disposition, settlement or other handling event a vacancy in the position of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement exists for thirty (30) or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action more days or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect breaches or fails to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except perform its own willful misconduct, bad faith or gross negligence. In all questions arising obligations under this Agreement or (after a 30 calendar day advance notice period to cure, which period shall not apply in exigent circumstances), CryoLife, Parent and Buyer shall have the Escrow Agreements, right to petition a court of competent jurisdiction to appoint a replacement Securityholder Representative may rely on the advice of counselRepresentative, and Securityholder Representative will shall not be liable to the Securityholders receive any compensation for anything doneits services from CryoLife, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shallParent, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent Buyer or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow AgentCompany. No bond shall be required of the Securityholder Representative, and . Notices or communications to or from the Securityholder Representative shall receive no compensation for its services, other than constitute notice to or from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereof.

Securityholder Representative. For purposes (a) The Securityholder Representative shall act as the representative of this Agreement, the Securityholders without in respect of all matters arising under this Agreement or any further action of the Ancillary Documents, and shall be authorized to act, or refrain from acting, with respect to any actions to be taken by or on the part behalf of any such parties, shall be deemed to have consented to the appointment of Securityholder or the Securityholder Representative, including to enforce any rights granted to any Securityholder hereunder, in each case as the attorney-in-fact Securityholder Representative believes is necessary or appropriate under this Agreement and the Ancillary Documents, for and on behalf of each such Securityholderthe Securityholders, and the including taking by the Securityholder Representative of any and all actions that may be necessary or desirable, as determined by the Securityholder Representative, in its sole discretion, in connection with negotiating or entering into settlements and the making compromises of any decisions required or permitted claim for indemnification pursuant to Article VII hereof. The Securityholders shall be bound by all such actions taken by the Securityholder Representative under this Agreementand no Securityholder shall be permitted to take any such actions. The Securityholder Representative is serving as the Securityholder Representative solely for purposes of administrative convenience, including the exercise and is not personally liable (except in its capacity as a Securityholder hereunder) for any of the power to obligations of the Company, Newco, any of their Subsidiaries or any of Securityholders hereunder, and Parent (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant itself and its Affiliates) agrees that it will not look to this Agreement or the Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectively, (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims and disputes relating to the Earn-Out, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all actions necessary in or the judgment underlying assets of the Securityholder Representative for the accomplishment satisfaction of any obligations of the foregoing and all Company, Newco, any of their respective Subsidiaries or any of the other termsSecurityholders. The Securityholder Representative shall not be liable for any error of judgment, conditions and limitations of this Agreement and or any action taken, suffered or omitted to be taken, in connection with the Escrow Agreements or that are specifically mandated performance by the terms of this Agreement or the Securityholder Representative Engagement Agreement. Accordingly, of the Securityholder Representative’s duties or the exercise by the Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine ’s rights 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 its own willful misconduct, bad faith or gross negligence. In all questions arising remedies under this Agreement or the Escrow Agreementsany Ancillary Document, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that except in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, case of its bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative. The Securityholder Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Securityholder Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any Ancillary Document. Without limiting the generality of the foregoing, the Securityholder Representative shall receive no compensation for its serviceshave the full power and authority to interpret all the terms and provisions of this Agreement and the Ancillary Documents, other than from and to consent to any amendment hereof or thereof on behalf of all Securityholders and their respective successors. Parent shall be entitled to rely on all statements, representations, decisions of, and actions taken or omitted to be taken by, the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant relating to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable any Ancillary Agreements binding upon the Stockholders, including Article VII hereofDocument.

Securityholder Representative. For purposes of this Agreement, the Securityholders Escrowed Stockholders, without any further action on the part of any such partiesEscrowed Stockholder, shall be deemed to have consented to the appointment of Hope Xxxxxxx xx the representative of such Escrowed Stockholders (the "Securityholder Representative"), as the attorney-in-fact for and on behalf of each such SecurityholderEscrowed Stockholder, and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative her under this Agreement, including the exercise of the power to (ai) prepareexecute this Agreement, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or (ii) vote Parent Shares held in the Escrow Agreements and any amendments hereto and theretoFund, but only in accordance with each Escrowed Stockholder's written instructions; (biii) authorize delivery to Acquiror Parent of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectivelyClaims, (civ) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims and disputes relating to the Earn-Out, and pursue remedies and Actions in connection with any alleged breach of this AgreementClaims, (dv) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, Claims and (gvi) take all actions necessary in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are specifically mandated by the terms of this Agreement or the Securityholder Representative Engagement Agreement. Accordingly, the Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder Escrowed Stockholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow AgreementsAgreement. Securityholders The Escrowed Stockholders will be bound by all actions taken by the Securityholder Representative in connection with this Agreement or the Escrow AgreementsAgreement, and Acquiror and the Surviving Corporation Parent shall be entitled to rely on any action or decision of the Securityholder Representative. The Securityholder Representative will incur no liability with respect to any action taken or suffered by it her in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services, other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereof.believed

Securityholder Representative. For purposes (a) By virtue of the approval of the Merger and this AgreementAgreement by the requisite vote of the Shareholders, each of the Securityholders without any further action on the part of any such parties, Shareholders shall be deemed to have consented agreed to the appointment of the Securityholder Representativeappoint Xxxxxxx Xxxxx as his, as the her or its agent and attorney-in-fact fact, as the Securityholder Representative for and on behalf of each such Securityholderthe Shareholders to give and receive notices and communications, and the taking by the Securityholder Representative of to authorize payment to any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative under this Agreement, including the exercise of the power to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or the Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, Parent Indemnified Party in satisfaction of Indemnification Claims and payment of claims by any Adjustment Amount dueParent Indemnified Party, respectivelyto object to such payments, (c) to agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims such claims, to assert, negotiate, enter into settlements and disputes compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Parent Indemnified Party against any Shareholder or by any such Shareholder against any Parent Indemnified Party or any dispute between any Parent Indemnified Party and any such Shareholder, in each case relating to this Agreement or the Earn-Outtransactions contemplated hereby, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are (ii) specifically mandated by the terms of this Agreement or the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. The Securityholder Representative will incur no liability with respect also act as a proxy for each Shareholder who elects to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine execute and to have been signed by the proper person (deliver a Proxy and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Voting Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused form prescribed by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, granting the Securityholder Representative will reimburse the Securityholders right to vote the amount shares of Parent Common Stock held by such Shareholder following the Closing in accordance with the provisions of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by Proxy and Voting Agreement with a view toward combining the Securityholder Representative only in voting power of those Shareholders and increasing their collective influence over the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf affairs of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if Parent after the Effective Time. The Securityholder Representative may be changed from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Surviving CorporationSecurityholder Representative may not be removed unless Shareholders holding a majority of the Company Class A Common Stock (as of the Effective Time) agree to such removal and to the Escrow Agentidentity of the substituted agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall not receive no any compensation for its services, other than . Notices or communications to or from the Securityholder Representative Expense Amount shall constitute notice to or as set forth in from the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofShareholders.

Securityholder Representative. For purposes of this Agreement, the Securityholders Escrow Securityholders, without any further action on the part of any such partiesEscrow Securityholder, shall be deemed to have consented to the appointment of a committee consisting of Xxxxx Xxxx and Xxxxxxx Xxxxxxxx, acting only jointly, as the representative of such Escrow Securityholders (the "Securityholder Representative"), as the attorney-in-fact for and on behalf of each such Escrow Securityholder, and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative them under this Agreement, including the exercise of the power to (ai) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or the Escrow Agreements and any amendments hereto and theretoAgreement, (bii) authorize delivery to Acquiror Parent and Acquisition of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectivelyClaims, (ciii) authorize the use of up to an aggregate of Five Hundred Thousand Dollars ($500,000) of the Escrow Amount to defend any claims, (iv) agree to, negotiate, enter into Into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims and disputes relating to the Earn-Out, and pursue remedies and Actions in connection with any alleged breach of this AgreementClaims, (dv) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, Claims and (gvi) take all actions necessary in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are specifically mandated by the terms of this Agreement or the Securityholder Representative Engagement Agreement. Accordingly, the Securityholder Representative has unlimited authority and power to act on behalf of each Escrow Securityholder with respect to this Agreement and the Escrow Agreements Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Agreement. The Escrow Agreements. Securityholders will be bound by all actions taken by the Securityholder Representative in connection with this Agreement or the Escrow AgreementsAgreement, and Acquiror Parent and the Surviving Corporation Acquisition shall be entitled to rely on any action or decision of the Securityholder Representative. The Securityholder Representative will incur no liability with respect to any action taken or suffered by it them in reliance upon any notice, direction, instruction, consent, statement or other document believed by it them 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 its their own willful misconduct, bad faith misconduct or gross negligence. In all questions arising under this Agreement or the Escrow AgreementsAgreement, the Securityholder Representative may rely on the advice of counsel, and the Securityholder Representative will not be liable to the Securityholders anyone for anything done, omitted or suffered in good faith by the Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken by the Securityholder Representative pursuant to the terms of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any Earn-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 itthem. The Securityholders who have contributed So long as the Securityholder Representative shall at all times be comprised of at least 60% one (1) and no more than three (3) individuals, at any time during the term of the Escrow Agreement, holders of a majority in interest of the Escrow Amount can appoint a new remove and replace one or all of the individuals serving as the Securityholder Representative Representatives by written consent by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative individual or individuals signed by holders of a majority in interest of the Escrow Amount to the Securityholder Representative, Acquiror Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) Parent and the Escrow Agent. No bond Any such new individual shall be required serve in such capacity subject to the terms and conditions of the Escrow Agreement and provide notice to the Escrow Agent of its identity and notice information for purposes of Section 21 of the Escrow Agreement. If more than one individual is serving as the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services, other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofsuch individuals may only take actions jointly.

Securityholder Representative. (a) For purposes of this Agreement and the Escrow Agreement, the Securityholders each Company Securityholder shall, without any further action on the part of any such partiesCompany Securityholder, shall be deemed (by virtue of the adoption and approval of this Agreement and approval of the Integrated Mergers) to have consented to the appointment of AHR Holdings, LLC as the Securityholder Representative, as the attorney-in-fact attorney‑in‑fact for and on behalf of each such Company Securityholder, and the taking by the Securityholder Representative of any and all actions and the making of any decisions required or permitted to be taken by them under or contemplated by this Agreement and the Securityholder Representative under this Agreementother Transaction Documents, including the exercise of the power to (ai) prepareexecute this Agreement, execute the Escrow Agreement, the other Transaction Documents and deliver any documentother agreements, certificate documents and certificates pursuant to such Contracts, including all amendments to such Contracts, and take all actions required or other instrument required permitted to be delivered by or taken under such Contracts (provided, that the Securityholder Representative, on behalf of the Securityholders pursuant itself and all other Company Securityholders, may not enter into any amendment that has a disproportionate adverse impact on any Company Securityholder compared to this Agreement or the Escrow Agreements and any amendments hereto and theretoother Company Securityholder), (bii) authorize delivery to Acquiror Parent of all or any portion of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereofFund, in satisfaction of Indemnification Claims and payment of any Adjustment Amount due, respectivelyindemnification or other claims contemplated by this Agreement or as provided in the Escrow Agreement, (ciii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators Orders with respect to Indemnification Claims such indemnification or other claims, (iv) resolve any indemnification or other claims, (v) receive and disputes relating forward notices and communications pursuant to the Earn-Out, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount Agreement and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunderother Transaction Documents, and (gvi) take all actions necessary in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and Agreement, the Escrow Agreements or that are specifically mandated by Agreement, the terms of this Agreement or the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority other Transaction Documents and power to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inactionagreements, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or the Escrow Agreements, Securityholder Representative may rely on the advice of counsel, documents and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advicecertificates thereto. The Company Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless cooperate with the Securityholder Representative and its successors and assigns from and against any and all suitsaccountants, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken attorneys or omitted to be taken by other agents whom the Securityholder Representative pursuant may retain to the terms of this Agreement, assist in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence of carrying out the Securityholder Representative’s duties hereunder. AHR Holdings, LLC hereby accepts its appointment as the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Representative. The Securityholder Representative Loss attributable is authorized by each Company Securityholder by virtue of the adoption and approval of this Agreement and approval of the Integrated Mergers to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in act on its behalf as required hereunder under the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof Agreement and the Indemnity Escrow Agreement; (iii) third, from other Transaction Documents. At any Earn-out Amounts at such time as any such amounts would otherwise be distributable to during the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% term of the Escrow Amount Agreement, the Company Securityholders entitled to a majority in interest of the Escrow Fund can appoint a new Securityholder Representative by written consent by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) Parent and the Escrow Agent. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services, other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereof.

Securityholder Representative. For purposes (a) By virtue of the approval of the First Merger and this AgreementAgreement by the Reliant Stockholders, each of the Securityholders without any further action on the part of any such parties, Indemnifying Parties shall be deemed to have consented agreed to the appointment of the Securityholder Representative, appoint Xxxxxx Xxxxxxxx in as the their agents and attorney-in-fact facts, as the Securityholder Representative for and on behalf of each such Securityholderthe Indemnifying Parties to give and receive notices and communications, and the taking by the Securityholder Representative of to authorize payment to any and all actions and the making of any decisions required or permitted to be taken by the Securityholder Representative under this Agreement, including the exercise of the power to (a) prepare, execute and deliver any document, certificate or other instrument required to be delivered by or on behalf of the Securityholders pursuant to this Agreement or Indemnified Party from the Escrow Agreements and any amendments hereto and thereto, (b) authorize delivery to Acquiror of the Escrow Amount and the Working Capital Escrow Amount, or any portion thereof, Funds in satisfaction of Indemnification Claims and payment of any Adjustment Amount dueclaims by such Indemnified Party pursuant to Section 2.9 or Section 8.2(a), respectivelyto object to such payments, (c) to agree to, negotiate, enter into settlements and compromises of of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims such claims, to assert, negotiate, enter into settlements and disputes compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Earn-Outtransactions contemplated hereby, and pursue remedies and Actions in connection with any alleged breach of this Agreement, (d) resolve any Indemnification Claims, (e) make and settle determinations and calculations with respect to distributions and allocations of the Total Merger Consideration and any portion thereof, including, the Working Capital Adjustment, the Earn-Out Amounts, the Escrow Amount, the Working Capital Adjustment Amount and the Securityholder Representative Expense Amount, (f) give and receive notices and communications hereunder, and (g) take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreements or that are (ii) specifically mandated by the terms of this Agreement or Agreement. Such agency may be changed by the Indemnifying Party from time to time upon not less than 30 days prior written notice to Thermage; provided, however, that the Securityholder Representative Engagement Agreement. Accordingly, Securityholder Representative has unlimited authority and power may not be removed unless holders of a majority of the Total As-Converted Outstanding Common Shares agree to act on behalf of each Securityholder with respect to this Agreement and the Escrow Agreements and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement or the Escrow Agreements. Securityholders will be bound by all actions taken by Securityholder Representative in connection with this Agreement or the Escrow Agreements, and Acquiror and the Surviving Corporation shall be entitled to rely on any action or decision of Securityholder Representative. Securityholder Representative will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine such removal and to have been signed by the proper person (and shall have no responsibility to determine identity of the authenticity thereof)substituted agent. Notwithstanding the foregoing, nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement or a vacancy in the Escrow Agreements, position of Securityholder Representative may rely on the advice of counsel, and Securityholder Representative will not be liable to the Securityholders for anything done, omitted or suffered in good faith by Securityholder Representative based on such advice. The Securityholders shall, severally (on the basis of each Securityholder’s Pro-Rata Portion at the time the claim shall be made) and not jointly, indemnify, defend and hold harmless the Securityholder Representative and its successors and assigns from and against any and all suits, actions, causes of action, losses, liabilities, damages, claims, penalties, fines, forfeitures, fees, costs and expenses (including reasonable attorneys’ fees and court costs and fees and expenses of counsel and experts and all expenses of document location, duplication and shipment) in an amount not to exceed the amount of Total Merger Consideration actually received by each Securityholder (collectively, “Securityholder Representative Losses”) actually incurred in connection with any actions taken or omitted to be taken filled by the Securityholder Representative pursuant to the terms holders of this Agreement, in each case as such Securityholder Representative Loss is incurred; provided that in the event it is finally adjudicated that a Securityholder Representative Loss or any portion thereof was primarily caused by the willful misconduct, bad faith or gross negligence majority of the Securityholder Representative, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Securityholder Representative Loss attributable to such willful misconduct, bad faith or gross negligence. Any Securityholder Representative Losses actually suffered or incurred may be recovered by the Securityholder Representative only in the following order: (i) first, from the Securityholder Representative Expense Amount, (ii) second, from the amounts in the Escrow Amount otherwise distributable to the Securityholders pursuant to the terms hereof and the Indemnity Escrow Agreement; (iii) third, from any EarnTotal As-out Amounts at such time as any such amounts would otherwise be distributable to the Securityholders; and (iv) last, directly from the Securityholders, in which case indemnification for Securityholder Representative’s Losses actually suffered or incurred shall be limited to each Securityholder’s Pro-Rata Portion thereof; provided, that while this section allows the Securityholder Representative to be paid from Securityholder Representative Expense Amount, the Escrow Amount, and the Earn-out Amounts, this does not relieve the Securityholders from their obligation to promptly pay such Securityholder Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise, and the Securityholder Representative 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 it. The Securityholders who have contributed at least 60% of the Escrow Amount can appoint a new Securityholder Representative by sending notice and a copy of the duly executed written consent appointing such new Securityholder Representative to the Securityholder Representative, Acquiror and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Acquiror, Sub (or, if after the Effective Time, the Surviving Corporation) and the Escrow AgentConverted Outstanding Common Shares. No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall not receive no any compensation for its his services, other than . Notices or communications to or from the Securityholder Representative Expense Amount Representatives shall constitute notice to or as set forth in from the Securityholder Representative Engagement Agreement. Solely as between the Securityholders, the engagement of the Securityholder Representative is made pursuant to the terms of the Engagement Agreement to be entered with the Securityholder Representative. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Securityholder Representative or the termination of this Agreement. The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereofIndemnifying Parties.