Common use of Securityholders Agent Clause in Contracts

Securityholders Agent. (a) By virtue of the approval of the Merger and this Agreement by the Indemnifying Holders and without any further action of any of the Indemnifying Holders or the Company, at the Closing, Fortis Advisors LLC shall be constituted and appointed as the Securityholders’ Agent. The Securityholders’ Agent shall be the exclusive agent and attorney in fact for and on behalf of the Indemnifying Holders to: (i) execute, as the Securityholders’ Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Indemnifying Holder, to or from Acquirer (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Indemnifying Holder individually), (iii) review, negotiate and agree to and authorize Acquirer to reclaim an amount of cash from the Indemnity Escrow Fund in satisfaction of claims asserted by Acquirer (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this Article VIII, (iv) object to such claims pursuant to Section 8.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnifying Holder or necessary in the judgment of the Securityholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying Holders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Indemnifying Holders (other than with respect to the payment of the Merger Consideration less the Indemnity Escrow Amount) in accordance with the terms hereof and in the manner provided herein, (viii) pursuant to Section 1.6, review, negotiate, object to, accept or agree to Acquirer’s calculation of Company Net Working Capital, and (ix) take all actions necessary or appropriate in the judgment of the Securityholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Notwithstanding the foregoing, the Securityholders’ Agent shall have no obligation to act on behalf of the Indemnifying Holders, except as expressly provided herein, in the Escrow Agreement and in the Securityholders’ Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholders’ Agent in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. Acquirer, Merger Sub and their respective Affiliates (including after the Effective Time, the Surviving Corporation) shall be entitled to rely on the appointment of Fortis Advisors LLC as the Securityholders’ Agent and treat such Securityholders’ Agent as the duly appointed attorney-in-fact of each Indemnifying Holder and has the duties, power and authority provided for in this Section 8.7. The Indemnifying Holders, and such Indemnifying Holder’s successors as if expressly confirmed and ratified in writing by such Indemnifying Holder, shall be bound by all actions taken and documents executed by the Securityholders’ Agent in connection with this Article VIII, the Escrow Agreement or the Securityholders’ Agent Engagement Agreement, and all defenses which may be available to any Indemnifying Holder to contest, negate or disaffirm the action of the Securityholders’ Agent taken in good faith under this Agreement, the Escrow Agreement or the Securityholders’ Agent Engagement Agreement are waived. Acquirer and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Securityholders’ Agent. The Person serving as the Securityholders’ Agent may be removed or replaced from time to time, or if such Person resigns from its position as the Securityholders’ Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Indemnity Escrow Fund (or, in the event that there is no cash then held in the Indemnity Escrow Fund by the Indemnifying Holders collectively having a Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to Acquirer. The immunities and rights to indemnification shall survive the resignation or removal of the Securityholders’ Agent or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. No bond shall be required of the Securityholders’ Agent.

Securityholders Agent. (a) By virtue of the approval of the Merger and this Agreement by the Indemnifying Holders and without any further action of any of the Indemnifying Holders or the Company, at At the Closing, Fortis Advisors LLC shall be constituted and appointed as the Securityholders’ Agent. The Securityholders’ Agent shall be the exclusive agent and attorney in the true and lawful attorney-in-fact for and on behalf of the Indemnifying Holders Company Securityholders to: (i) execute, as the Securityholders’ Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Indemnifying HolderCompany Securityholder, to or from Acquirer (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Indemnifying Holder Company Securityholder individually), (iii) review, negotiate and agree to and authorize Acquirer to reclaim an amount of cash from the Indemnity Escrow Fund in satisfaction of claims asserted by Acquirer (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this Article VIII, (iv) object to such claims pursuant to Section 8.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnifying Holder Company Securityholder or necessary in the judgment of the Securityholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying HoldersCompany Securityholders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Indemnifying Holders Company Securityholders (other than with respect to the payment of the Merger Consideration less the Indemnity Escrow Amount) in accordance with the terms hereof and in the manner provided herein, (viii) pursuant to Section 1.6, review, negotiate, object to, accept or agree to Acquirer’s calculation of Company Net Working Capital, Capital and (ix) take all actions necessary or appropriate in the judgment of the Securityholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Notwithstanding the foregoing, the Securityholders’ Agent shall have no obligation to act on behalf of the Indemnifying HoldersCompany Securityholders, except as expressly provided herein, in the Escrow Agreement and in the Securityholders’ Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholders’ Agent in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Securityholders’ Agent shall be entitled to: (i) rely upon any signature reasonably believed by it to be genuine and (ii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party. Acquirer, Merger Sub and their respective Affiliates (including after the Effective Time, the Surviving Corporation) shall be entitled to rely on the appointment of Fortis Advisors LLC as the Securityholders’ Agent and treat such Securityholders’ Agent as the duly appointed attorney-in-fact of each Indemnifying Holder Company Securityholder and has having the duties, power and authority provided for in this Section 8.7. The Indemnifying Holderspowers, immunities and rights to indemnification granted to the Securityholders’ Agent Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Securityholder and shall be binding on any successor thereto, and such Indemnifying Holder’s successors as if expressly confirmed and ratified (ii) shall survive the delivery of an assignment by any Company Securityholder of the whole or any fraction of his, her or its interest in writing by such Indemnifying Holder, the Escrow Fund. The Company Securityholders shall be bound by all actions taken and documents executed by the Securityholders’ Agent in connection with this Article VIII, the Escrow Agreement or the Securityholders’ Agent Engagement Agreement, and all defenses which may be available to any Indemnifying Holder to contest, negate or disaffirm the action of the Securityholders’ Agent taken in good faith under this Agreement, the Escrow Agreement or the Securityholders’ Agent Engagement Agreement are waived. Acquirer and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Securityholders’ Agent. The Person serving as the Securityholders’ Agent may be removed or replaced from time to time, or if such Person resigns from its position as the Securityholders’ Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Indemnity Escrow Fund (or, in the event that there is no cash then held in the Indemnity Escrow Fund by the Indemnifying Holders Company Securityholders collectively having a Closing Pro Rata Share greater than 50%% and Company Securityholders holding at least 50% of the Company Series B Stock (as of immediately prior to the Effective Time) upon not less than 30 days’ prior written notice to Acquirer. The immunities and rights to indemnification shall survive the resignation or removal of the Securityholders’ Agent or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. No bond shall be required of the Securityholders’ Agent.

Securityholders Agent. (a) By virtue of In the approval of event that the Merger and this Agreement the Subsidiary Merger are approved by the Indemnifying Holders Former Securityholders, effective upon such approvals, and without any further action act of any of the Indemnifying Holders or the CompanyFormer Securityholder, at the Closing, Fortis Advisors LLC XX XX shall be constituted and appointed as agent and attorney-in-fact (the “Securityholders’ Agent”) for each Former Securityholder (except holders of capital stock of Amerifit, if any, as shall have perfected their appraisal or dissenters’ rights under the DGCL). The Except as otherwise provided in the last sentence of this Section 11.6(a) the Securityholders’ Agent shall be have the exclusive agent and attorney in fact authority to act for and on behalf of the Indemnifying Holders to: (i) executeFormer Securityholders, as the Securityholders’ Agentincluding, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactionswithout limitation, (ii) to give and receive noticesnotices and communications, instructions and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and to act on behalf of any Indemnifying Holder, the Former Securityholders with respect to or from Acquirer (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Transactions Escrow Account and any other matters contemplated by arising under this Agreement or by such the other agreementTransaction Documents, document to authorize delivery to Parent of any funds and property in its possession or instrument (except to in the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Indemnifying Holder individually), (iii) review, negotiate and agree to and authorize Acquirer to reclaim an amount possession of cash from the Indemnity Escrow Fund Agent in satisfaction of claims asserted by Acquirer (on behalf of itself or any other Indemnified PersonParent, including by not objecting to such claims) pursuant to this Article VIII, (iv) object to such claims pursuant deliveries, to Section 8.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, into settlements and compromises of, and demand commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, to retain funds which would otherwise be released to the Former Securityholders from the Escrow Account for the purpose of funding the costs of any such proceedings and to comply with Orders orders of courts and awards of courts, mediators and arbitrators with respect toto such suits, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto claims or to the Transactions by arbitration, settlement or otherwiseproceedings, and take or forego any or all actions permitted or required of any Indemnifying Holder or necessary in the judgment of the Securityholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying Holders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Indemnifying Holders (other than with respect to the payment of the Merger Consideration less the Indemnity Escrow Amount) in accordance with the terms hereof and in the manner provided herein, (viii) pursuant to Section 1.6, review, negotiate, object to, accept or agree to Acquirer’s calculation of Company Net Working Capital, and (ix) take all actions necessary or appropriate in the judgment of the Securityholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Notwithstanding the foregoing, the The Securityholders’ Agent shall have no obligation to act on behalf for all purposes be deemed the sole authorized agent of the Indemnifying Holders, except as expressly provided herein, in the Escrow Agreement and in the Securityholders’ Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholders’ Agent in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. Acquirer, Merger Sub and their respective Affiliates (including after the Effective Time, the Surviving Corporation) shall be entitled to rely on the appointment of Fortis Advisors LLC Former Securityholders until such time as the Securityholders’ Agent and treat such Securityholders’ Agent as the duly appointed attorney-in-fact of each Indemnifying Holder and has the duties, power and authority provided for in this Section 8.7agency is terminated. The Indemnifying Holders, and such Indemnifying Holder’s successors as if expressly confirmed and ratified in writing by such Indemnifying Holder, shall Such agency may be bound by all actions taken and documents executed changed by the Securityholders’ Agent in connection with this Article VIIIFormer Securityholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, the Escrow Agreement or the Securityholders’ Agent Engagement Agreementhowever, and all defenses which may be available to any Indemnifying Holder to contest, negate or disaffirm the action of the Securityholders’ Agent taken in good faith under this Agreement, the Escrow Agreement or the Securityholders’ Agent Engagement Agreement are waived. Acquirer and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Securityholders’ Agent. The Person serving as that the Securityholders’ Agent may not be removed or replaced from time unless holders of at least two-thirds interest in the Merger Consideration agree to time, or if such Person resigns from its position as removal and to the identity of the substituted Securityholders’ Agent, then a successor . Any vacancy in the position of Securityholders’ Agent may be appointed, filled by approval of the holders recipients of a majority in interest of the aggregate amount of cash then held in the Indemnity Escrow Fund (or, in the event that there is no cash then held in the Indemnity Escrow Fund by the Indemnifying Holders collectively having a Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to Acquirer. The immunities and rights to indemnification shall survive the resignation or removal of the Securityholders’ Agent or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow AgreementMerger Consideration. No bond shall be required of the Securityholders’ Agent, and the Securityholders’ Agent shall not receive compensation for its services. Notices or communications to or from the Securityholders’ Agent shall constitute notice to or from each of the Former Securityholders during the term of the agency. Material notices or communications to the Securityholders’ Agent will be forwarded promptly to each of the Former Securityholders. Notwithstanding anything in this Section 11.6 to the contrary, the Securityholders’ Agent may not: (i) accept service of process on behalf of any Former Securityholder in its individual capacity; or (ii) take any action on behalf of a Former Securityholder with respect to any claim that may be asserted against such Former Securityholder in its individual capacity, whether for alleged fraud or otherwise, unless it has received the written consent of the Former Securityholder to take any such action.

Securityholders Agent. (a) By virtue of In the approval of event that the Merger and this Agreement by the Indemnifying Holders is approved, effective upon such vote and without any further action act of any shareholder, the Company Shareholders shall be deemed to have approved, among other matters, the indemnification and escrow terms set forth in Section 9, the Working Capital Adjustment provisions of Section 1.11 hereof, the terms of the Indemnifying Holders or Escrow Agreement and the Company, at the Closing, Fortis Advisors LLC shall be constituted and appointed as the Securityholders’ Agent. The Securityholders’ Agent shall be the exclusive agent and attorney in fact for and on behalf terms of the Indemnifying Holders to: (i) executeRegistration Rights Agreement, as the Securityholders’ Agent, this Agreement and any agreement or instrument entered into or delivered shall irrevocably appoint Eric XxXxxxxxxxx xx their agent for all purposes in connection with therewith (the Transactions"Securityholders' Agent"), (ii) including to give and receive notices, instructions notices and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Indemnifying Holdercommunications, to authorize delivery to Parent of Parent Common Stock, cash or from Acquirer (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Indemnifying Holder individually), (iii) review, negotiate and agree to and authorize Acquirer to reclaim an amount of cash property from the Indemnity Escrow Fund in satisfaction of claims asserted by Acquirer (on behalf of itself or any other Indemnified PersonFund, including by not objecting to such claims) pursuant to this Article VIII, (iv) object to such claims pursuant deliveries, to Section 8.6, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, into settlements and compromises of, and demand arbitration dispute resolution pursuant to the Escrow Agreement and comply with Orders orders of courts and awards of arbitrators with respect to, such to indemnification claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or and to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnifying Holder or necessary in the judgment of the Securityholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying Holders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Indemnifying Holders (other than with respect to the payment of the Merger Consideration less the Indemnity Escrow Amount) in accordance with the terms hereof and in the manner provided herein, (viii) pursuant to Section 1.6, review, negotiate, object to, accept or agree to Acquirer’s calculation of Company Net Working Capital, and (ix) take all actions necessary or appropriate in the judgment of the Securityholders’ ' Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Notwithstanding the foregoing, Eric XxXxxxxxxxx xxxeby accepts his appointment as the Securityholders’ Agent ' Agent. Parent shall have no obligation be entitled to act on behalf of the Indemnifying Holders, except as expressly provided herein, in the Escrow Agreement and in deal exclusively with the Securityholders’ ' Agent Engagement Agreementon all matters relating to Section 9, and for purposes of clarity, there are no obligations of the Securityholders’ Agent in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. Acquirer, Merger Sub and their respective Affiliates (including after the Effective Time, the Surviving Corporation) shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on the appointment any document executed or purported to be executed on behalf of Fortis Advisors LLC as the Securityholders’ Agent and treat such Securityholders’ Agent as the duly appointed attorney-in-fact of each Indemnifying Holder and has the duties, power and authority provided for in this Section 8.7. The Indemnifying Holders, and such Indemnifying Holder’s successors as if expressly confirmed and ratified in writing by such Indemnifying Holder, shall be bound by all actions taken and documents executed any Company Shareholder by the Securityholders’ ' Agent in connection with this Article VIII(including, without limitation, the execution of the Escrow Agreement or the Securityholders’ Agent Engagement Agreement, and all defenses which may be available to any Indemnifying Holder to contest, negate or disaffirm the action of the Securityholders’ Agent taken in good faith under this Agreement, the Escrow Agreement or the Securityholders’ Agent Engagement Agreement are waived. Acquirer and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Securityholders’ Agent. The Person serving as the Securityholders’ Agent may be removed or replaced from time to time, or if such Person resigns from its position as the Securityholders’ Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Indemnity Escrow Fund (or, in the event that there is no cash then held in the Indemnity Escrow Fund by the Indemnifying Holders collectively having a Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to Acquirer. The immunities and rights to indemnification shall survive the resignation or removal of the Securityholders’ Agent or any member of the Advisory Group and the Closing and/or any termination Registration Rights Agreement on behalf of this Agreement and the Escrow Agreement. No bond shall be required of the Securityholders’ Agent.the

Securityholders Agent. (a) By virtue of the approval of the Merger and this Agreement by the Indemnifying Holders Securityholders, and without any further action of any of the Indemnifying Holders or the CompanySecurityholder, at the Closing, Fortis Advisors LLC each Securityholder shall be deemed to have irrevocably constituted and appointed as the Securityholders’ Agent. The Securityholders’ Agent shall be the exclusive as agent and attorney in attorney-in-fact for and on behalf of the Indemnifying Holders to: Securityholders, and the Securityholders’ Agent shall have full power and authority to (i) executerepresent the Securityholders with respect to this Agreement, as the Securityholders’ Agent, this Escrow Agreement and any agreement or instrument entered into or delivered in connection with the Transactionstransactions contemplated hereby and thereby, (ii) to give and receive notices, instructions notices and communications permitted or required under this Agreement, or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Indemnifying Holder, to or from Acquirer (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Indemnifying Holder individually)Securityholders, (iii) reviewto authorize delivery to Acquiror of the Escrow Shares and release of the Securityholder Cash Amount and such other property as may be held by the Escrow Agent, negotiate and agree including, with respect to and authorize Acquirer the Escrow Shares, as may be necessary to reclaim an amount of cash from the Indemnity Escrow Fund in satisfaction of satisfy claims asserted by Acquirer (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this Article VIIIAgreement and the Escrow Agreement, (iv) to object to such claims pursuant to Section 8.6deliveries and/or claims, (v) consent or to agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, into settlements and compromises of, and demand arbitration and comply with Orders orders of courts and awards of arbitrators with respect to, to such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnifying Holder or necessary in the judgment of the Securityholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at to act on the cost and expense of the Indemnifying Holders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Indemnifying Holders (other than Securityholders’ behalf with respect to the payment of matters set forth in Sections 2.12, 2.13, 5.11 and 5.13 and Section 8 hereof and in the Merger Consideration less the Indemnity Escrow Amount) Agreement, in accordance with the terms hereof and provisions of such sections and such agreement, including giving and receiving all notices and communications to be given or received with respect to the matters set forth in such sections and such agreement on behalf of the manner provided hereinSecurityholders, (vii) to direct payment of the Management Bonus Plan Payments, if any, (viii) to engage counsel and such accountants and other advisors and to incur such other expenses in connection with the performance of its duties as Securityholders’ Agent pursuant to Section 1.6this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby as the Securityholders’ Agent may in its sole discretion deem appropriate, review(ix) to recover from the Agent Escrow Amount (and to direct the Escrow Agent to deliver to it) the amount of any such expenses, negotiate(x) to enter into amendments and to waive compliance with the terms of this Agreement and/or the Escrow Agreement in accordance with the provisions hereof and thereof, object to, accept or agree to Acquirer’s calculation of Company Net Working Capitalas applicable, and (ixxi) to take all actions necessary or appropriate in the judgment of the Securityholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Notwithstanding the foregoing, the Securityholders’ Agent shall have no obligation to act on behalf of the Indemnifying Holders, except as expressly provided herein, in the Escrow Agreement and in the Securityholders’ Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholders’ Agent in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. Acquirer, Merger Sub and their respective Affiliates (including after the Effective Time, the Surviving Corporation) shall be entitled to rely on the appointment of Fortis Advisors LLC as the Securityholders’ Agent and treat such Securityholders’ Agent as the duly appointed attorney-in-fact of each Indemnifying Holder and has the duties, power and authority provided for in this Section 8.7. The Indemnifying Holders, and such Indemnifying Holder’s successors as if expressly confirmed and ratified in writing by such Indemnifying Holder, shall be bound by all actions taken and documents executed by the Securityholders’ Agent in connection with this Article VIII, the Escrow Agreement or the Securityholders’ Agent Engagement Agreement, and all defenses which may be available to any Indemnifying Holder to contest, negate or disaffirm the action of the Securityholders’ Agent taken in good faith under this Agreement, the Escrow Agreement or the Securityholders’ Agent Engagement Agreement are waived. Acquirer and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Securityholders’ Agent. The Person serving as the Securityholders’ Agent may be removed or replaced from time to time, or if such Person resigns from its position as the Securityholders’ Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Indemnity Escrow Fund (or, in the event that there is no cash then held in the Indemnity Escrow Fund by the Indemnifying Holders collectively having a Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to Acquirer. The immunities and rights to indemnification shall survive the resignation or removal of the Securityholders’ Agent or any member of the Advisory Group and the Closing and/or any termination interpretation of this Agreement and the Escrow AgreementAgreement and the accomplishment of the foregoing. No bond shall be required of the Securityholders’ Agent, and the Securityholders’ Agent shall receive no compensation for its services.

Securityholders Agent. (a) By virtue of the approval of the Merger and this Agreement by the Indemnifying Holders and without any further action of any of the Indemnifying Holders or the Company, at At the Closing, Fortis Advisors LLC shall be constituted and appointed as the Securityholders’ Agent. The Securityholders’ Agent shall be the exclusive agent and attorney in attorney-in-fact for and on behalf of the Indemnifying Holders to: (i) execute, as the Securityholders’ Agent, this Agreement and any agreement or instrument entered into or delivered in connection with the Transactions, (ii) give and receive notices, instructions and communications permitted or required under this Agreement, the Escrow Agreement or any other agreement, document or instrument entered into or executed in connection herewith, for and on behalf of any Indemnifying Holder, to or from Acquirer (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Indemnifying Holder individually), (iii) review, negotiate and agree to and authorize Acquirer to reclaim an amount of cash from the Indemnity Escrow Fund in satisfaction of claims asserted by Acquirer (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this Article VIIIVII, (iv) object to such claims pursuant to Section 8.67.7, (v) consent or agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to, such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or to the Transactions by arbitration, settlement or otherwise, and take or forego any or all actions permitted or required of any Indemnifying Holder or necessary in the judgment of the Securityholders’ Agent for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (vi) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying Holders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Indemnifying Holders (other than with respect to the payment of the Merger Consideration less the Indemnity Escrow AmountAdjusted Consideration) in accordance with the terms hereof and in the manner provided herein, (viii) pursuant to Section 1.61.2, review, negotiate, object to, accept or agree to Acquirer’s calculation of Company Net Working Capital, Capital and (ix) take all actions necessary or appropriate in the judgment of the Securityholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. Notwithstanding the foregoing, the Securityholders’ Agent shall have no obligation to act on behalf of the Indemnifying Holders, except as expressly provided herein, in the Escrow Agreement and in the Securityholders’ Agent Engagement Agreement, and for purposes of clarity, there are no obligations of the Securityholders’ Agent in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. Acquirer, Merger Sub Subco and their respective Affiliates (including after the Effective TimeClosing Date, the Surviving CorporationCompany) shall be entitled to rely on the appointment of Fortis Advisors LLC as the Securityholders’ Agent and treat such Securityholders’ Agent as the duly appointed attorney-in-fact of each Indemnifying Holder and has having the duties, power and authority provided for in this Section 8.77.8. The Indemnifying Holders, and such Indemnifying Holder’s successors as if expressly confirmed and ratified in writing by such Indemnifying Holder, Holders shall be bound by all actions taken and documents executed by the Securityholders’ Agent in connection with this Article VIII, the Escrow Agreement or the Securityholders’ Agent Engagement AgreementVII, and all defenses which may be available to any Indemnifying Holder to contest, negate or disaffirm the action of the Securityholders’ Agent taken in good faith under this Agreement, the Escrow Agreement or the Securityholders’ Agent Engagement Agreement are waived. Acquirer and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Securityholders’ Agent. The Person serving as the Securityholders’ Agent may be removed or replaced from time to time, or if such Person resigns from its position as the Securityholders’ Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Indemnity Escrow Fund (or, in the event that there is no cash then held in the Indemnity Escrow Fund by the Indemnifying Holders collectively having a Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to Acquirer. The immunities and rights to indemnification shall survive the resignation or removal of the Securityholders’ Agent or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. No bond shall be required of the Securityholders’ Agent. The Securityholders’ Agent shall be entitled to: (i) rely upon the Spreadsheet; (ii) rely upon any signature believed by it to be genuine; and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Indemnifying Holder or other party. The powers, immunities and rights to indemnification granted to the Securityholders’ Agent Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Indemnifying Holder and shall be binding on any successor thereto; and (ii) shall survive the delivery of an assignment by any Indemnifying Holder of the whole or any fraction of his, her or its interest in the Escrow Fund.

Securityholders Agent. (a) By virtue 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 this Agreement by receiving the Indemnifying Holders and without any further action of any of benefits thereof, including the Indemnifying Holders or right to receive the Company, at the Closing, Fortis Advisors LLC shall be constituted and appointed as the Securityholders’ Agent. The Securityholders’ Agent shall be the exclusive agent and attorney in fact for and on behalf of the Indemnifying Holders to: (i) execute, as the Securityholders’ Agent, this Agreement and any agreement or instrument entered into or delivered consideration payable in connection with the TransactionsMerger, each Company Securityholder shall be deemed to irrevocably agree, constitute and appoint the Securityholders’ Agent (iiand by the execution of this Agreement as Securityholders’ Agent as of the date hereof, the Securityholders’ Agent hereby accepts its appointment) give as the true, exclusive and receive noticeslawful agent and attorney-in-fact of each of the Company Securityholder and Indemnifying Parties as of the Effective Time, instructions and communications permitted or required under for all purposes in connection with this Agreement, or any other agreementthe Transaction Documents and the transactions contemplated hereby and thereby, document or instrument entered into or executed including in connection herewith, with claims for indemnification under ‎Article 8 and on behalf of any Indemnifying Holder, to or from Acquirer (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by each Indemnifying Holder individually), (iii) review, negotiate and agree to and authorize Acquirer to reclaim an amount of cash from the Indemnity Escrow Fund in satisfaction of claims asserted by Acquirer (on behalf of itself or any other Indemnified Person, including by not objecting to such claims) pursuant to this Article VIII, (iv) object to such claims pursuant to Section 8.6, (v) consent or agree to, negotiate, and enter intointo and execute settlements, or, if applicable, contest, prosecute or defend, settlements adjustments and compromises of, and respond to or object to notices, demand arbitration and comply with Orders orders of courts and awards of arbitrators with respect to, any claims or disputes hereunder, to consent and vote in favor of the adoption of this Agreement and the transactions contemplated hereby, including pursuant to any proxies granted to it under any Merger Support Agreement and otherwise exercising any rights granted to it under any Merger Support Agreement to give effect to such claims, resolve any such claims, take any actions in connection with the resolution of any dispute relating hereto or Merger Support Agreement and to this Agreement and to the Transactions by arbitration, settlement or otherwisetransactions contemplated hereby, and to take all other actions that are either (i) necessary or forego any or all actions permitted or required of any Indemnifying Holder or necessary appropriate in the judgment of the Securityholders’ Agent for the accomplishment of the foregoing and all of (ii) specifically mandated or permitted by the other terms, conditions and limitations terms of this Agreement or any Merger Support Agreement, (viiii) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying Holders, (vii) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Indemnifying Holders (other than with respect to the payment of the Merger Consideration less the Indemnity Escrow Amount) as may otherwise be needed in accordance with the terms hereof and in the manner provided herein, (viii) pursuant to Section 1.6, review, negotiate, object to, accept or agree to Acquirer’s calculation of Company Net Working Capital, and (ix) take all actions necessary or appropriate in the judgment furtherance of the Securityholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person Agent’s obligations under any circumstance. Notwithstanding the foregoing, the Securityholders’ Agent shall have no obligation to act on behalf of the Indemnifying Holders, except as expressly provided herein, in the Escrow this Agreement and the agreements ancillary hereto, including updating the Consideration Spreadsheet from time to time as may be required or necessary to give effect to the terms hereof. Such actions may include collecting from Company Securityholders and providing to the Acquirer documents in the Securityholders’ Agent Engagement Agreement, connection with discovery or other information requests pursuant to any legal process. The Acquirer and for purposes of clarity, there are no obligations of the Securityholders’ Agent in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. Acquirer, Merger Sub and their respective its Affiliates (including after the Effective Time, the Surviving Corporation) shall be entitled to rely on the appointment of Fortis Advisors LLC as the Securityholders’ Agent and treat such Securityholders’ Agent as the duly appointed attorney-in-fact of each Indemnifying Holder Company Securityholder and has as having the duties, power and authority provided for in this Section 8.78.10. The Indemnifying HoldersBy approving this Agreement, each Company Securityholder agrees that all actions taken by the Securityholders’ Agent under this Agreement shall be binding upon such Company Securityholder and such Indemnifying Holder’s successors its successors, as if such action was expressly confirmed and ratified in writing by such Indemnifying Holder, shall be bound by all actions taken Company Securityholder. This power of attorney is coupled with an interest and documents executed by the Securityholders’ Agent in connection with this Article VIII, the Escrow Agreement or the Securityholders’ Agent Engagement Agreement, and all defenses which may be available to any Indemnifying Holder to contest, negate or disaffirm the action of the Securityholders’ Agent taken in good faith under this Agreement, the Escrow Agreement or the Securityholders’ Agent Engagement Agreement are waived. Acquirer and other Indemnified Persons shall be entitled to rely exclusively on any action or decision of the Securityholders’ Agent. The Person serving as the Securityholders’ Agent may be removed or replaced from time to time, or if such Person resigns from its position as the Securityholders’ Agent, then a successor may be appointed, by the holders of a majority in interest of the aggregate amount of cash then held in the Indemnity Escrow Fund (or, in the event that there is no cash then held in the Indemnity Escrow Fund by the Indemnifying Holders collectively having a Pro Rata Share greater than 50%) upon not less than 30 days’ prior written notice to Acquirer. The immunities and rights to indemnification shall survive the resignation or removal of the Securityholders’ Agent or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. No bond shall be required of the Securityholders’ Agentirrevocable.