Common use of Securityholders’ Representative Clause in Contracts

Securityholders’ Representative. by participating in the transactions contemplated hereby and receiving the benefits thereof, including the right to receive the consideration payable in connection with such transactions, each Company Securityholder shall be deemed to have approved the designation of, and hereby designates, Shareholder Representative Services LLC (the “Securityholders’ Representative”) as the Company Securityholders’ representative and as their duly authorised agent, attorney and representative for the purposes of dealing with the Purchaser under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement and any communication to or from the Securityholders’ Representative under such agreements shall be deemed to be communication to or from all Company Securityholders. The Securityholders’ Representative shall be the only person entitled (on behalf of the Company Securityholders) to enforce rights, provide communications, make elections or provide consents under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement (and in doing any of the forgoing it shall be doing so on behalf of all the Company Securityholders) and the Purchaser shall be entitled to rely solely on such Securityholders’ Representative’s action or inaction in dealing with the Company Securityholders, notwithstanding any other communication whether in writing or otherwise, from any of the Company Securityholders. The Securityholders’ Representative is hereby further authorized to execute and deliver the Escrow Agreement as agent for the Company Securityholders and to exercise the Company Securityholders’ rights thereunder. The Securityholders’ Representative shall not be liable in any manner or for any reason to any Company Securityholders in respect of the decisions, determinations or agreements made or consented to by the Securityholders’ Representative, or for any acts done or not done by the Securityholders’ Representative, under or in connection with this Agreement, except to the extent that the Securityholders’ Representative was grossly negligent or engaged in wilful misconduct with respect to such decision, determination, agreement or act done or not done by the Securityholders’ Representative in connection with this Agreement. The Company Securityholders shall indemnify, defend and hold harmless the Securityholders’ Representative and its successors and assigns from and against any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) (together, “Securityholders’ Representative Losses”) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the Securityholders’ Representative pursuant to the terms of this Agreement and the Escrow Agreement provided that, in the event that any such Securityholders’ Representative Losses or any portion thereof is finally adjudicated to have been primarily caused by the gross negligence or wilful misconduct of the Securityholders’ Representative or any of its successors or assigns, the Securityholders’ Representative will reimburse the Company Securityholders the amount of such Securityholders’ Representative Losses attributable to such gross negligence or wilful misconduct. If not paid directly to the Securityholders’ Representative by the Company Securityholders, any such losses, liabilities or expenses may be recovered by the Securityholders’ Representative from the Escrow Expenses Amount and from the funds in the Escrow Fund otherwise distributable to Company Securityholders following the termination of the Escrow Period pursuant to the terms hereof and the Escrow Agreement at the time of distribution; provided that while this clause allows the Securityholders’ Representative to be paid from the Escrow Fund, this does not relieve the Company Securityholders from their obligation to promptly pay such losses, liabilities or expenses, nor does it prevent the Securityholders Representative from seeking any remedies available to it at Law or otherwise. If the Securityholders’ Representative shall die, be removed, become disabled, resign or otherwise be unable to fulfill its responsibilities hereunder, the Company Securityholders shall (by consent of those persons entitled to at least a majority of the purchase price paid to all Company Securityholders), within 10 days after such death, removal, disability, resignation or inability, appoint a successor to the Securityholders’ Representative and immediately thereafter notify Purchaser of the identity of such successor. Any such successor shall succeed the former Securityholders’ Representative as the Securityholders’ Representative hereunder. If for any reason there is no Securityholders’ Representative at any time, all references herein to the Securityholders’ Representative shall be deemed to refer to the Company Securityholders. Each Company Securityholder hereby agrees to receive correspondence from the Securityholders’ Representative, including in electronic form;

Securityholders’ Representative. (a) By virtue of the approval and adoption of this Agreement by participating in the transactions contemplated hereby and receiving requisite consent of the benefits thereof, including Company Stockholders or by the right to receive the consideration payable in connection with such transactionsexecution of a letter of transmittal by a Company Securityholder, each of the Company Securityholder Securityholders (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under Delaware or the applicable laws of the State of California) shall be deemed to have approved the designation of, agreed to appoint Fortis Advisors LLC as its agent and hereby designates, Shareholder Representative Services LLC attorney-in-fact (the “Securityholders’ Representative”) as for and on behalf of the Company Securityholders’ representative Securityholders to give and as their duly authorised agentreceive notices and communications, attorney and representative for the purposes of dealing with the Purchaser under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and to authorize payment to any Indemnified Party from the Escrow Agreement Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and 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 Company Securityholder or by any such Company Securityholder against any Indemnified Party or any dispute between any Indemnified Party and any communication such Company Securityholder, in each case relating to this Agreement or from the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholders’ Representative under such agreements for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. Such agency may be changed by the Company Securityholders holding a majority-in-interest of the Outstanding Shares (on an as converted to Company Common Stock basis) immediately prior to the Effective Time. Notwithstanding the foregoing, the Securityholders’ Representative may resign at any time by providing written notice of intent to resign to the Company Securityholders, which resignation shall be deemed effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the holders of a majority in interest of the Escrow Fund. The immunities and rights to indemnification included in this Section 8.6(b) shall survive the resignation or removal of the Securityholders’ Representative 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 communication to or from all Company required of the Securityholders’ Representative in connection with its services hereunder. The Securityholders’ Representative shall be entitled to: (i) rely upon the only person entitled Payment Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company SecurityholdersSecurityholder or other party. (b) to enforce rights, provide communications, make elections or provide consents under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement (and in doing any of the forgoing it shall be doing so on behalf of all the Company Securityholders) and the Purchaser shall be entitled to rely solely on such Securityholders’ Representative’s action or inaction in dealing with the Company Securityholders, notwithstanding any other communication whether in writing or otherwise, from any of the Company Securityholders. The Securityholders’ Representative is hereby further authorized to execute and deliver the Escrow Agreement as agent for the Certain Company Securityholders and to exercise the Company Securityholders’ rights thereunder. The Securityholders’ Representative shall not be liable in any manner or for any reason to any Company Securityholders in respect of the decisions, determinations or agreements made or consented to by the Securityholders’ Representative, or for any acts done or not done by the Securityholders’ Representative, under or in connection have entered into a letter agreement with this Agreement, except to the extent that the Securityholders’ Representative was grossly negligent or engaged in wilful misconduct with respect to such decision, determination, agreement or act done or not done by provide direction to the Securityholders’ Representative in connection with the performance of its services under this AgreementAgreement and the Escrow Agreement (such Company Securityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). The Company Securityholders shall indemnify, defend and hold harmless Neither the Securityholders’ Representative (together with its members, managers, directors, officers, contractors, agents and its successors and assigns from and against employees) nor any and all claimsmember of the Advisory Group (collectively, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) (together, the “Securityholders’ Representative LossesGroup”) arising as a result of or incurred in connection with shall be liable to the Company Securityholders for any actions taken act done or omitted to be hereunder as Securityholders’ Representative while acting in good faith, even if such act or omission constitutes negligence on the part of such Securityholders’ Representative. The Securityholders’ Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Securityholders’ Representative may engage attorneys, accountants and other professionals and experts. The Securityholders’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Securityholders’ Representative pursuant based on such reliance shall be deemed conclusively to have been taken in good faith. The Company Securityholders shall indemnify the terms of this Agreement and the Escrow Agreement provided that, in the event that any such Securityholders’ Representative Losses Group and defend and hold the Securityholders’ Representative Group harmless against any loss, liability, claim, damage, fee, cost, judgment, amount paid in settlement or any portion thereof is finally adjudicated to have been primarily caused by expense incurred on the gross negligence or wilful misconduct part of the Securityholders’ Representative or any of its successors or assigns, the Securityholders’ Representative will reimburse the Company Securityholders the amount of such Securityholders’ Representative Losses attributable to such gross negligence or wilful misconduct. If not paid directly to the Securityholders’ Representative by the Company Securityholders, any such losses, liabilities or expenses may be recovered by the Securityholders’ Representative from the Escrow Expenses Amount and from the funds in the Escrow Fund otherwise distributable to Company Securityholders following the termination of the Escrow Period pursuant to the terms hereof and the Escrow Agreement at the time of distribution; provided that while this clause allows the Securityholders’ Representative to be paid from the Escrow Fund, this does not relieve the Company Securityholders from their obligation to promptly pay such losses, liabilities or expenses, nor does it prevent the Securityholders Representative from seeking any remedies available to it at Law or otherwise. If the Securityholders’ Representative shall die, be removed, become disabled, resign or otherwise be unable to fulfill its responsibilities hereunder, the Company Securityholders shall Group (by consent of those persons entitled to at least a majority of the purchase price paid to all Company Securityholders), within 10 days after such death, removal, disability, resignation or inability, appoint a successor to the Securityholders’ Representative and immediately thereafter notify Purchaser of the identity of such successor. Any such successor shall succeed the former Securityholders’ Representative so long as the Securityholders’ Representative hereunder. If for any reason there is no Securityholders’ Representative at any time, all references herein to Group was acting in good faith in connection therewith) and arising out of or in connection with the acceptance or administration of the Securityholders’ Representative shall be deemed to refer to the Company Securityholders. Each Company Securityholder hereby agrees to receive correspondence from the Securityholders’ RepresentativeGroup’s duties hereunder, including in electronic form;the reasonable fees, costs and expenses

Securityholders’ Representative. (a) Each Company Securityholder by participating in virtue of the transactions contemplated hereby approval and receiving the benefits thereofadoption of this Agreement or other appointment authorization documentation (other than such Company Stockholders, including the right to receive the if any, who have perfected appraisal rights under Delaware Laws) or by accepting any consideration payable in connection with such transactions, each Company Securityholder hereunder shall be deemed to have approved the designation ofagreed to appoint Fortis Advisors LLC, a Delaware limited liability company, as its agent and hereby designates, Shareholder Representative Services LLC attorney-in-fact (the “Securityholders’ Representative”) as for and on behalf of the Company Securityholders’ representative and as their duly authorised agent, attorney and representative Securityholders to act for the purposes of dealing Company Securityholders with the Purchaser under this Agreementregard to matters pertaining to Sections 1.17, the Subscription Share Transfer Agreements1.18, the Warrant Surrender Agreements1.19, the Option Surrender Agreements 5.5, 5.9, 5.14, 7.3, Article VIII and Article IX, give and receive notices and communications, authorize payment to any Indemnified Person from the Escrow Agreement Amount in satisfaction of claims by any Indemnified Person, object to such payments, agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Person against any Company Securityholder or by any Company Securityholder against any Indemnified Person or any dispute between any Indemnified Person and any communication such Company Securityholder, in each case relating to this Agreement or from the transactions contemplated hereby and to take all other actions that are either (i) necessary or appropriate in the judgment of the Securityholders’ Representative under such agreements for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. All actions of the Securityholders’ Representative shall be deemed to be communication to or from all Company Securityholders. The Securityholders’ Representative facts ascertainable outside this Agreement and shall be the only person entitled (binding on behalf of the Company Securityholders) to enforce rights, provide communications, make elections or provide consents under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement (and in doing any of the forgoing it shall be doing so on behalf of all the Company Securityholders) and the Purchaser shall be entitled to rely solely on such Securityholders’ Representative’s action or inaction in dealing with the Company Securityholders, notwithstanding any other communication whether in writing or otherwise, from any of the Company Securityholders. The Securityholders’ Representative is hereby further authorized to execute and deliver the Escrow Agreement as agent for the Company Securityholders and as a matter of contract law. Each Company Securityholder agrees to exercise the Company Securityholders’ rights thereunder. The Securityholders’ Representative shall not be liable in any manner or for any reason to any Company Securityholders in respect of the decisions, determinations or agreements made or consented to by receive correspondence from the Securityholders’ Representative, or for any acts done or not done including in electronic form. Such agency may be changed by the Securityholders’ Representative, under or in connection with this Agreement, except to the extent that the Securityholders’ Representative was grossly negligent or engaged in wilful misconduct with respect to such decision, determination, agreement or act done or not done by the Securityholders’ Representative in connection with this Agreement. The Company Securityholders shall indemnify, defend and hold harmless with the Securityholders’ Representative and its successors and assigns from and against any and all claims, demands, suits, actions, causes right to a majority of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) (together, “Securityholders’ Representative Losses”) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the Securityholders’ Representative pursuant to the terms of this Agreement and the Escrow Agreement provided that, in Amount from time to time. Notwithstanding the event that any such Securityholders’ Representative Losses or any portion thereof is finally adjudicated to have been primarily caused by the gross negligence or wilful misconduct of the Securityholders’ Representative or any of its successors or assignsforegoing, the Securityholders’ Representative will reimburse the Company Securityholders the amount may resign at any time by providing written notice of such Securityholders’ Representative Losses attributable intent to such gross negligence or wilful misconduct. If not paid directly resign to the Securityholders’ Representative by the Company Securityholders, any which resignation shall be effective upon the earlier of (A) 30 calendar days following delivery of such losses, liabilities written notice or expenses may be recovered (B) the appointment of a successor by the Securityholders’ Representative from the Escrow Expenses Amount and from the funds holders of a majority in the Escrow Fund otherwise distributable to Company Securityholders following the termination interest of the Escrow Period pursuant to the terms hereof and the Escrow Agreement at the time of distribution; provided that while this clause allows the Securityholders’ Representative to be paid from the Escrow Fund, this does not relieve the Company Securityholders from their obligation to promptly pay such losses, liabilities or expenses, nor does it prevent the Securityholders Representative from seeking any remedies available to it at Law or otherwiseAmount. If the Securityholders’ Representative shall die, be removed, become disabled, resign or otherwise be unable to fulfill its responsibilities hereunder, the Company Securityholders shall (by consent of those persons entitled to at least a majority of the purchase price paid to all Company Securityholders), within 10 days after such death, removal, disability, resignation or inability, appoint a successor to the Securityholders’ Representative Representative, and shall immediately thereafter notify Purchaser of Acquiror the identity of such successor. Any such successor shall succeed the former the Securityholders’ Representative as the Securityholders’ Representative hereunder. If for any reason there is no Securityholders’ Representative at any time, all references herein to the Securityholders’ Representative shall be deemed to refer to the Company Securityholders. Each Company Securityholder hereby agrees to No bond shall be required of the Securityholders’ Representative, and the Securityholders’ Representative shall not receive correspondence from any compensation for its services. A decision, act, consent or instruction of the Securityholders’ Representative, including an amendment, extension or waiver of this Agreement pursuant to its authority hereunder, shall constitute a decision of the Company Securityholders and shall be final, binding and conclusive upon the Company Securityholders. (b) By executing this Agreement under the heading “Securityholders’ Representative,” Fortis Advisors LLC, a Delaware limited liability company, hereby (i) accepts its appointment and authorization to act as Securityholders’ Representative as attorney-in-fact and agent on behalf of the Company Securityholders in electronic form;accordance with the terms of this Agreement, and (ii) agrees to perform its obligations under, and otherwise comply with, this Section 8.5. (c) The Securityholders’ Representative shall not be liable to any former Company Securityholder for any act done or omitted hereunder as the Securityholders’ Representative without gross negligence or willful misconduct or bad faith (and any act done or omitted pursuant to the bona fide advice of counsel, accountants and other professionals and experts retained by the Securityholders’ Representative shall be conclusive evidence of good faith). To the fullest extent permitted by applicable Legal Requirements, the Company Securityholders shall severally indemnify the Securityholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Securityholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Securityholders’ Representative. If not paid directly to the Securityholders’ Representative by the Company Securityholders, such losses, liabilities or expenses may be recovered by the Securityholders’ Representative from the Reserve (as defined below) and the Escrow Amount otherwise distributable to the Company Securityholders (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) after the Final Escrow Release Date, pursuant to the terms hereof and of the Escrow Agreement, at the time of distribution, and such recovery will be made from the Company Securityholders s according to their respective Pro Rata Share of the Merger Consideration. The Securityholders’ Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Securityholders’ Representative shall establish a reserve to be held by the Escrow Agent in an amount not to exceed $750,000 (the “Reserve”) from the Merger Consideration with respect to the Company Securityholders based upon their Pro Rata Share to fund potential expenses of the Securityholders’ Representative in carrying out its authorized duties. The Securityholders’ Representative may engage attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the Securityholders’ Representative may deem necessary or desirable and incur other out-of-pocket expenses related to performing its services hereunder and paid out of the Reserve. The Securityholders’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Securityholders’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith. On the Final Escrow Release Date, the Escrow Agent shall, in accordance with the terms and conditions of the Escrow Agreement, release all remaining funds held by the Escrow Agent with respect to the Reserve (and not distributed or distributable to the Securityholders’ Representative in accordance with this Section 8.5) to the Company Securityholders in accordance with each such Company Securityholder’s Pro Rata Share as set forth on the Spreadsheet. No provision of this Agreement or the Escrow Agreement shall require the Securityholders’ Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement or the Escrow Agreement. (d) All of the immunities and powers granted to the Securityholders’ Representative under this Agreement shall survive the Closing and/or any termination of this Agreement and the Escrow Agreement. The grant of authority provided for in this Section 8.5: (i) is coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Company Securityholder and shall be binding on any successor thereto and (ii) shall survive the delivery of an assignment by any Company Securityholders of the whole or any fraction of his, her or its interest in the Escrow Fund. (e) The Company shall deliver to the Securityholders’ Representative a copy of the following documents: (i) the Estimated Net Working Capital Statement, (ii) the calculation of the Merger Consideration, (iii) the Spreadsheet, (iv) the Closing Expenses Certificate, (iv) the Company Debt Certificate and (v) the Company Cash Certificate.

Securityholders’ Representative. (a) Each Company Securityholder by participating virtue of the approval and adoption of this Agreement or other appointment authorization documentation (other than such Company Stockholders, if any, who have perfected appraisal rights under Delaware Laws) or by accepting any consideration payable hereunder shall be deemed to have agreed to appoint Fortis Advisors LLC, a Delaware limited liability company, as its agent and attorney-in-fact (the ”Securityholders’ Representative”) for and on behalf of the Company Securityholders to act for the Company Securityholders with regard to matters pertaining to Sections 1.17, 1.18, 1.19, 5.10, 5.15, 7.3, Article VIII and Article IX, give and receive notices and communications, authorize payment to any Indemnified Person from the Escrow Amount in satisfaction of claims by any Indemnified Person, object to such payments, agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Person against any Company Securityholder or by any Company Securityholder against any Indemnified Person or any dispute between any Indemnified Person and any such Company Securityholder, in each case relating to this Agreement or the transactions contemplated hereby and receiving to take all other actions that are either (i) necessary or appropriate in the benefits thereof, including the right to receive the consideration payable in connection with such transactions, each Company Securityholder shall be deemed to have approved the designation of, and hereby designates, Shareholder Representative Services LLC (the “Securityholders’ Representative”) as the Company Securityholders’ representative and as their duly authorised agent, attorney and representative for the purposes judgment of dealing with the Purchaser under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement and any communication to or from the Securityholders’ Representative under such agreements for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. All actions of the Securityholders’ Representative shall be deemed to be communication to or from all Company Securityholders. The Securityholders’ Representative facts ascertainable outside this Agreement and shall be the only person entitled (binding on behalf of the Company Securityholders) to enforce rights, provide communications, make elections or provide consents under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement (and in doing any of the forgoing it shall be doing so on behalf of all the Company Securityholders) and the Purchaser shall be entitled to rely solely on such Securityholders’ Representative’s action or inaction in dealing with the Company Securityholders, notwithstanding any other communication whether in writing or otherwise, from any of the Company Securityholders. The Securityholders’ Representative is hereby further authorized to execute and deliver the Escrow Agreement as agent for the Company Securityholders and as a matter of contract law. Each Company Securityholder agrees to exercise the Company Securityholders’ rights thereunder. The Securityholders’ Representative shall not be liable in any manner or for any reason to any Company Securityholders in respect of the decisions, determinations or agreements made or consented to by receive correspondence from the Securityholders’ Representative, or for any acts done or not done including in electronic form. Such agency may be changed by the Securityholders’ Representative, under or in connection with this Agreement, except to the extent that the Securityholders’ Representative was grossly negligent or engaged in wilful misconduct with respect to such decision, determination, agreement or act done or not done by the Securityholders’ Representative in connection with this Agreement. The Company Securityholders shall indemnify, defend and hold harmless with the Securityholders’ Representative and its successors and assigns from and against any and all claims, demands, suits, actions, causes right to a majority of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) (together, “Securityholders’ Representative Losses”) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the Securityholders’ Representative pursuant to the terms of this Agreement and the Escrow Agreement provided that, in Amount from time-to-time. Notwithstanding the event that any such Securityholders’ Representative Losses or any portion thereof is finally adjudicated to have been primarily caused by the gross negligence or wilful misconduct of the Securityholders’ Representative or any of its successors or assignsforegoing, the Securityholders’ Representative will reimburse the Company Securityholders the amount may resign at any time by providing written notice of such Securityholders’ Representative Losses attributable intent to such gross negligence or wilful misconduct. If not paid directly resign to the Securityholders’ Representative by the Company Securityholders, any which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such losses, liabilities written notice or expenses may be recovered (B) the appointment of a successor by the Securityholders’ Representative from the Escrow Expenses Amount and from the funds holders of a majority in the Escrow Fund otherwise distributable to Company Securityholders following the termination interest of the Escrow Period pursuant to the terms hereof and the Escrow Agreement at the time of distribution; provided that while this clause allows the Securityholders’ Representative to be paid from the Escrow Fund, this does not relieve the Company Securityholders from their obligation to promptly pay such losses, liabilities or expenses, nor does it prevent the Securityholders Representative from seeking any remedies available to it at Law or otherwiseAmount. If the Securityholders’ Representative shall die, be removed, become disabled, resign or otherwise be unable to fulfill its responsibilities hereunder, the Company Securityholders shall (by consent of those persons entitled to at least a majority of the purchase price paid to all Company Securityholders), within 10 days after such death, removal, disability, resignation or inability, appoint a successor to the Securityholders’ Representative Representative, and shall immediately thereafter notify Purchaser of Acquiror the identity of such successor. Any such successor shall succeed the former the Securityholders’ Representative as the Securityholders’ Representative hereunder. If for any reason there is no Securityholders’ Representative at any time, all references herein to the Securityholders’ Representative shall be deemed to refer to the Company Securityholders. Each Company Securityholder hereby agrees to No bond shall be required of the Securityholders’ Representative, and the Securityholders’ Representative shall not receive correspondence from any compensation for its services. A decision, act, consent or instruction of the Securityholders’ Representative, including an amendment, extension or waiver of this Agreement pursuant to its authority hereunder, shall constitute a decision of the Company Securityholders and shall be final, binding and conclusive upon the Company Securityholders. (b) By executing this Agreement under the heading “Securityholders’ Representative,” Fortis Advisors LLC, a Delaware limited liability company, hereby (i) accepts its appointment and authorization to act as Securityholders’ Representative as attorney-in-fact and agent on behalf of the Company Securityholders in electronic form;accordance with the terms of this Agreement, and (ii) agrees to perform its obligations under, and otherwise comply with, this Section 8.5. (c) The Securityholders’ Representative shall not be liable to any former Company Securityholder for any act done or omitted hereunder as the Securityholders’ Representative without gross negligence or willful misconduct or bad faith (and any act done or omitted pursuant to the bona fide advice of counsel, accountants and other professionals and experts retained by the Securityholders’ Representative shall be conclusive evidence of good faith). To the fullest extent permitted by applicable Legal Requirements, the Company Securityholders shall severally indemnify the Securityholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Securityholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Securityholders’ Representative. If not paid directly to the Securityholders’ Representative by the Company Securityholders, such losses, liabilities or expenses may be recovered by the Securityholders’ Representative from the Reserve (as defined below) and the Escrow Amount otherwise distributable to the Company Securityholders (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) after the Final Escrow Release Date, pursuant to the terms hereof and of the Escrow Agreement, at the time of distribution, and such recovery will be made from the Company Securityholders s according to their respective Pro Rata Share of the Merger Consideration. The Securityholders’ Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Securityholders’ Representative shall establish a reserve to be held by the Escrow Agent in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) (the “Reserve”) from the Merger Consideration with respect to the Company Securityholders based upon their Pro Rata Share to fund potential expenses of the Securityholders’ Representative in carrying out its authorized duties. The Securityholders’ Representative may engage attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the Securityholders’ Representative may deem necessary or desirable and incur other out-of-pocket expenses related to performing its services hereunder and paid out of the Reserve. The Securityholders’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Securityholders’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith. On the Final Escrow Release Date, the Escrow Agent shall, in accordance with the terms and conditions of the Escrow Agreement, release all remaining funds held by the Escrow Agent with respect to the Reserve (and not distributed or distributable to the Securityholders’ Representative in accordance with this Section 8.5(a)) to the Company Securityholders in accordance with each such Company Securityholder’s Pro Rata Share as set forth on the Spreadsheet. No provision of this Agreement or the Escrow Agreement shall require the Securityholders’ Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement or the Escrow Agreement. (d) All of the immunities and powers granted to the Securityholders’ Representative under this Agreement shall survive the Closing and/or any termination of this Agreement and the Escrow Agreement. The grant of authority provided for in this Section 8.5: (i) is coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Company Securityholder and shall be binding on any successor thereto and (ii) shall survive the delivery of an assignment by any Company Securityholders of the whole or any fraction of his, her or its interest in the Escrow Fund. (e) The Company shall deliver to the Securityholders’ Representative a copy of the following documents: (i) the Estimated Net Working Capital Statement, (ii) the calculation of the Merger Consideration, (iii) the Spreadsheet, (iv) the Closing Expenses Certificate, (iv) the Company Debt Certificate and (v) the Company Cash Certificate.

Securityholders’ Representative. 19.1 By virtue of the approval of the Purchaser Option and the Acquisition and by participating in the transactions contemplated hereby and receiving the benefits thereof, including the right to receive the consideration payable in connection with such transactionsvirtue of each Securityholder’s execution of this Agreement, each Company Securityholder of the Securityholders shall be deemed to have approved agreed to irrevocably appoint Connecticut Innovations, Incorporated as its true, exclusive (subject to Section 1.6), and lawful representative, agent and attorney-in-fact, as the designation Securityholders’ Representative for and on behalf of the Securityholders, to take all actions in connection with this Agreement and any agreements ancillary hereto that are to be taken by the Securityholders’ Representative, including to amend this Agreement, to waive any provision of this Agreement, to take actions necessary to give effect to the Acquisition, to negotiate payments due pursuant to this Agreement, to give and receive notices and communications, to authorize payment to any Purchaser Indemnified Person from the Indemnity Escrow Fund in satisfaction of claims by any Purchaser Indemnified Person, to authorize payment to Purchaser from the Adjustment Escrow Amount, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and hereby designatescomply with orders of courts with respect to such claims, Shareholder to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Purchaser Indemnified Person against any of the Securityholders or by any of the Securityholders against any Purchaser Indemnified Person or any dispute between any Purchaser Indemnified Person and any of the Securityholders, in each case relating to this Agreement or the transactions contemplated in this Agreement, and to take all other actions that are either (i) necessary or appropriate in the sole judgment of the Securityholders’ Representative Services LLC for the accomplishment of the foregoing or (ii) specifically mandated by the “terms of this Agreement, in each case subject to the limitation set forth in this Agreement and in accordance with the terms hereof, and the Securityholders’ Representative ▇▇▇▇▇▇ accepts such appointment. This 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 14 Business Days prior written notice to Purchaser; provided, however, that the Securityholders’ Representative may not be removed unless Securityholders representing the holders of at least a majority (i.e., over 50%) interest of the Indemnity Escrow Fund agree to such removal and to the identity of the substituted agent. In the event of a vacancy in the position of Securityholders’ Representative”, the role shall be temporarily filled by the Securityholder holding a majority in interest of the Indemnity Escrow Fund or by another Securityholder determined by the Securityholders representing the holders of at least majority (i.e., over 50%) as interest of the Company Indemnity Escrow Fund and the Purchaser shall be notified of such in writing. The Securityholders’ representative Representative may resign at any time upon the delivery of at least ten Business Days written notice to the Securityholders and as their duly authorised agent, attorney and representative Purchaser. In the event a vacancy in the position of Securityholders’ Representative exists for thirty or more days or the purposes of dealing with the Purchaser Securityholders’ Representative breaches or fails to perform its obligations under this AgreementAgreement (after a 30 Business Day advance notice period to cure, which period shall not apply in exigent circumstances), Purchaser shall have the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement and right to petition a court of competent jurisdiction to appoint a replacement Securityholders’ Representative. The Securityholders’ Representative shall not receive any communication compensation for its services from Purchaser. Notices or communications to or from the Securityholders’ Representative shall constitute notice to or from all the Securityholders. 19.2 Each of the Securityholders represents and warrants to Purchaser that the Securityholders’ Representative has the irrevocable, absolute and unconditional right, power and authority (i) to bind such Securityholder pursuant to terms of this Agreement, (ii) to give and receive directions and notices hereunder on behalf of such Securityholder and (iii) to make all determinations on behalf of such Securityholder that may be required or that it deems appropriate under this Agreement; in each case in its capacity as the Securityholders’ Representative hereunder, all in accordance with the terms and conditions set forth herein; provided, however, that notwithstanding the foregoing or anything to the contrary set forth herein or in any other agreement or document ancillary hereto, nothing herein or in any other such agreements document shall authorize or empower the Securityholders’ Representative to exercise any authority conferred by this Section 19 in a manner that improperly discriminates between or among the Securityholders. Without implying that other actions would constitute an improper discrimination, each of the Securityholders agrees that discrimination between or among Securityholders solely on the basis of the respective number of Shares, Company Warrants and/or Company Options or their respective Pro Rata Portion, shall not be deemed to be communication to or from all Company Securityholders. The improper. 19.3 Until notified in writing by the Securityholders’ Representative that it has resigned, or that it has been removed by the requisite majority in interest of the Indemnity Escrow Fund pursuant to the term of clause (a) above, Purchaser and the Escrow Agent may rely conclusively and act upon the directions, instructions and notices of the Securityholders’ Representative and, thereafter, upon the directions, instructions and notices of any successor named in a writing executed by the requisite majority-in-interest of the Indemnity Escrow Fund pursuant to the terms above, filed with the Escrow Agent or a successor appointed by a court of competent jurisdiction, which actions (or failures to act), directions, instructions and notices shall be conclusive and binding on all the only person entitled Securityholders, and Purchaser shall not have any liability of any kind or nature to any Securityholders in reliance thereon. 19.4 Without limiting the generality of the foregoing, the Securityholders each hereby authorize the Securityholders’ Representative to, in each case subject to the limitation set forth in this Section or otherwise in this Agreement: (i) Receive all notices or documents given or to be given to the Securityholders pursuant hereto or in connection herewith and to receive and file pleadings on behalf of the Company Securityholders) to enforce rights, provide communications, make elections Securityholders in connection with any suit or provide consents proceeding arising under this Agreement; provided, however, that the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements Securityholders acknowledge and the Escrow Agreement (and in doing any of the forgoing it shall be doing so on behalf of all the Company Securityholders) and the Purchaser shall be entitled to rely solely on such Securityholders’ Representative’s action or inaction in dealing with the Company Securityholders, notwithstanding any other communication whether in writing or otherwise, from any of the Company Securityholders. The agree that even if Securityholders’ Representative is hereby further authorized unable, unwilling, refuses, resists or objects to execute receiving notice; (ii) Engage counsel, and deliver such accountants and other advisors and incur such other expenses in connection with this Agreement and the Escrow transactions contemplated in this Agreement as agent for the Company Securityholders and to exercise the Company Securityholders’ rights thereunder. The Securityholders’ Representative shall not be liable may in its sole discretion deem appropriate; and (iii) Take such action as the Securityholders’ Representative may in its sole discretion deem appropriate in respect of: (A) waiving any inaccuracies in the representations or warranties of Purchaser contained in this Agreement or in any manner document delivered by Purchaser pursuant hereto; (B) taking such other action as the Securityholders’ Representative is authorized to take under this Agreement; (C) receiving all documents or for certificates and making all determinations, in its capacity as Securityholders’ Representative, required under this Agreement; and (D) all such actions as may be necessary to carry out any reason to any Company Securityholders in respect of the decisionstransactions contemplated in this Agreement in its capacity as Securityholders’ Representative, determinations including the prosecution, defense and/or settlement of all indemnification disputes (including hiring counsel and other litigation assistance), and any claims for which indemnification is sought; 19.5 A decision, act, consent or agreements made or consented to by instruction of the Securityholders’ Representative, including an amendment, extension or waiver of this Agreement, in its capacity as Securityholders’ Representative pursuant to the terms of this Agreement, shall constitute a decision of all the Securityholders and shall be final, binding and conclusive upon the Securityholders, or otherwise in this Agreement; and the Escrow Agent and Purchaser may rely upon any such decision, act, consent or instruction of the Securityholders’ Representative as being the decision, act, consent or instruction of all the Securityholders. The Escrow Agent and Purchaser are hereby relieved from any liability to any person for any acts done decision, act, consent or not done by instruction of the Securityholders’ Representative. 19.6 The Securityholders shall, under or in connection with this Agreement, except severally and not jointly (save to the extent that recovered from the Securityholders’ Representative was grossly negligent or engaged Securityholder Expense Fund), in wilful misconduct accordance with respect to such decisioneach Securityholder’s Pro Rata Portion, determination, agreement or act done or not done by the Securityholders’ Representative in connection with this Agreement. The Company Securityholders shall indemnify, defend and hold harmless the Securityholders’ Representative and its successors and assigns from and against any and all losses, liabilities, damages, claims, demandspenalties, suitsfines, forfeitures, actions, causes of action, losses, damages, obligations, liabilitiesfees, costs and expenses (including attorneys’ the fees and court costsexpenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (togethercollectively, “Securityholders’ Representative Losses”) arising as a result out of or incurred in connection with the Securityholders’ Representative’s execution and performance of this Agreement and any actions taken agreements ancillary hereto, in each case as such Representative Loss is suffered or omitted to be taken incurred by the Securityholders’ Representative pursuant to the terms of this Agreement and the Escrow Agreement provided thatRepresentative, save in the event that any such Securityholders’ Representative Losses or any portion thereof Loss is finally adjudicated to have been primarily caused by the fraud, gross negligence or wilful willful misconduct of the Securityholders’ Representative or any of its successors or assigns, the Securityholders’ Representative will reimburse the Company Securityholders the amount of such Securityholders’ Representative Losses attributable to such gross negligence or wilful misconductRepresentative. If not paid directly to the Securityholders’ Representative by the Company Securityholders, any such losses, liabilities or expenses Representative Losses may be recovered by the Securityholders’ Representative from the Escrow Expenses Amount and from the funds amounts in the Indemnity Escrow Fund otherwise distributable Fund, but only if and when required to Company Securityholders following be distributed to the termination of the Escrow Period Securityholders, pursuant to the terms hereof of this Agreement, and prior to any distribution to the Securityholders, in accordance with written instructions delivered by the Securityholders’ Representative to the Escrow Agreement at the time of distributionAgent; provided provided, that while this clause Section allows the Securityholders’ Representative to be paid from the Escrow Fundaforementioned sources of funds, this does not relieve the Company Securityholders from their obligation to promptly pay such losses, liabilities remaining Representative Losses as they are suffered or expensesincurred, nor does it prevent the Securityholders Securityholders’ Representative from seeking any remedies available to it at Law law or otherwise. If In no event will the Securityholders’ Representative be required to advance its own funds on behalf of the Securityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Securityholders’ Representative under this Section. The foregoing indemnities will survive the Acquisition Closing, the resignation or removal of the Securityholders’ Representative or the termination of this Agreement. 19.7 Without derogating from the provisions of Section 19.6 above, the Securityholders’ Representative shall die, be removed, become disabled, resign or otherwise be unable have the right from time to fulfill its responsibilities hereunder, time to instruct the Company Securityholders shall (by consent of those persons entitled Escrow Agent to at least a majority of the purchase price paid to all Company Securityholders), within 10 days after such death, removal, disability, resignation or inability, appoint a successor distribute to the Securityholders’ Representative and immediately thereafter notify Purchaser of from the identity of such successor. Any such successor shall succeed funds remaining in the former Securityholders’ Representative as Securityholder Expense Fund, an amount in cash sufficient for reimbursing the Securityholders’ Representative reasonable out-of-pocket expenses incurred by it or its representatives in the performance of its duties hereunder. If for any reason there is no The remaining balance of the Securityholder Expense Fund, shall be transferred by the Escrow Agent to the Paying Agent upon completion by the Securityholders’ Representative at any timeof its duties hereunder, all references herein for further disbursement to the Securityholders in accordance with their Pro Rata Portion thereof. 19.8 Without limiting or derogating from the generality of the foregoing, solely among the Securityholders, the Securityholders acknowledge and agree that their appointment of the Securityholders’ Representative, and the performance by the Securityholders’ Representative of its obligations hereunder (including, without limitation, the process by which decisions of the Securityholders’ Representative shall be deemed to refer made) shall be subject in all respect to the Company terms and conditions of set forth in that certain Securityholders’ Representative Committee Agreement, entered on or around the date hereof, by and among Connecticut Innovations, Incorporated, a member of Fosun group and ▇▇▇▇▇▇ ▇▇▇▇▇ (the “SRCA”), and that each such Securityholder has been provided, read and approved the terms and conditions of the SRCA. Each Company Notwithstanding anything to the contrary herein, it is clarified that (i) no Securityholder hereby agrees shall have, or be entitled to receive correspondence exercise or assert (or attempt to exercise or assert), any right, defense or remedy against a Purchaser Indemnified Person in connection with the SRCA, and (ii) nothing in this Section 19.8 shall derogate from or be in limitation of the right of a Purchaser Indemnified Person to rely conclusively and act upon the directions, instructions, decisions, acts, consents, instructions or notices of the Securityholders’ Representative, including in electronic form;.

Securityholders’ Representative. by By voting in favor of the adoption of this Agreement, the approval of the Merger and the consummation of the Merger, or participating in the transactions contemplated hereby Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with such transactionsthe Merger, each Company Securityholder Indemnifying Person shall be deemed to have approved the designation of, and hereby designatesdesignates as of the date hereof, Shareholder Representative Services LLC (the “Securityholders’ Representative”) ▇▇. ▇▇▇▇ as the Company Securityholders’ representative agent and attorney in fact of such Indemnifying Person and as their duly authorised agent, attorney and representative for the purposes of dealing with the Purchaser under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement and any communication to or from the Securityholders’ Representative under such agreements shall be deemed to be communication to or from all Company Securityholders. The Securityholders’ Representative shall be the only person entitled (for and on behalf of the Company Securityholders) such Indemnifying Person to enforce rights, provide communications, make elections or provide consents under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements give and the Escrow Agreement (receive notices and in doing any of the forgoing it shall be doing so on behalf of all the Company Securityholders) and the Purchaser shall be entitled to rely solely on such Securityholders’ Representative’s action or inaction in dealing with the Company Securityholders, notwithstanding any other communication whether in writing or otherwise, from any of the Company Securityholders. The Securityholders’ Representative is hereby further authorized to execute and deliver the Escrow Agreement as agent for the Company Securityholders and to exercise the Company Securityholders’ rights thereunder. The Securityholders’ Representative shall not be liable in any manner or for any reason to any Company Securityholders in respect of the decisions, determinations or agreements made or consented to by the Securityholders’ Representative, or for any acts done or not done by the Securityholders’ Representative, under or communications in connection with this AgreementAgreement and related matters, except to the extent that the Securityholders’ Representative was grossly negligent or engaged in wilful misconduct with respect to such decision, determination, agreement or act done or not done by the Securityholders’ Representative including in connection with this Agreement. The Company Securityholders shall indemnifyclaims for indemnification under Article XI, defend and hold harmless for all other purposes hereunder, including to give and receive notices and communications; to authorize delivery to Parent of the Securityholders’ Representative applicable portion of the Escrow Fund in satisfaction of claims for indemnification by Parent; to object to such deliveries; to agree to, negotiate, enter into settlements and its successors compromises of, and assigns from demand arbitration and against any comply with orders of courts and all awards of arbitrators with respect to, such claims; to agree to, demandsnegotiate, suits, actions, causes of action, losses, damages, obligations, liabilities, costs enter into and expenses (including attorneys’ fees provide amendments and court costs) (together, “Securityholders’ Representative Losses”) arising as a result of or incurred supplements to and waivers in connection with any actions taken or omitted to be taken by the Securityholders’ Representative pursuant to the terms respect of this Agreement and the Escrow Agreement provided that, Agreement; and to take all actions necessary or appropriate in the event that any such Securityholders’ Representative Losses or any portion thereof is finally adjudicated to have been primarily caused by the gross negligence or wilful misconduct judgment of the Securityholders’ Representative for the accomplishment of any or any all of its successors or assigns, the foregoing; and ▇▇. ▇▇▇▇ hereby accepts such designation. No bond shall be required of the Securityholders’ Representative will reimburse the Company Securityholders the amount of such Securityholders’ Representative Losses attributable to such gross negligence or wilful misconduct. If not paid directly to the Securityholders’ Representative by the Company SecurityholdersRepresentative, any such losses, liabilities or expenses may be recovered by the Securityholders’ Representative from the Escrow Expenses Amount and from the funds in the Escrow Fund otherwise distributable to Company Securityholders following the termination of the Escrow Period pursuant to the terms hereof and the Escrow Agreement at the time of distribution; provided that while this clause allows the Securityholders’ Representative to be paid from the Escrow Fund, this does not relieve the Company Securityholders from their obligation to promptly pay such losses, liabilities or expenses, nor does it prevent the Securityholders Representative from seeking any remedies available to it at Law or otherwise. If the Securityholders’ Representative shall die, be removed, become disabled, resign or otherwise be unable to fulfill its responsibilities hereunder, the Company Securityholders shall (by consent of those persons entitled to at least a majority of the purchase price paid to all Company Securityholders), within 10 days after such death, removal, disability, resignation or inability, appoint a successor to the receive no compensation for his services. The Securityholders’ Representative and immediately thereafter notify Purchaser of the identity of such successormay resign at any time. Any such successor shall succeed the former A new Securityholders’ Representative as may be appointed at any time by ▇▇. ▇▇▇▇, such appointment to become effective upon the written acceptance thereof by the new Securityholders’ Representative hereunderRepresentative. If for Written notice of any reason there is no Securityholders’ Representative at any time, all references herein to resignation or appointment of the Securityholders’ Representative shall be deemed to refer to the Company Securityholders. Each Company Securityholder hereby agrees to receive correspondence from delivered by the Securityholders’ Representative, including in electronic form;Representative to Parent promptly after such action is taken.

Securityholders’ Representative. (a) Each Company Securityholder, by participating in virtue of the transactions contemplated hereby approval and receiving adoption of this Agreement or other appointment authorization documentation (other than such Company Stockholders, if any, who have perfected appraisal rights under the benefits thereof, including the right to receive the Delaware Code) or by accepting any consideration payable in connection with such transactions, each Company Securityholder hereunder shall be deemed to have approved the designation of, agreed to appoint Josh Held as its agent and hereby designates, Shareholder Representative Services LLC attorney-in-fact (the “Securityholders’ Representative”) as the Company Securityholders’ representative for and as their duly authorised agent, attorney and representative for the purposes of dealing with the Purchaser under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement and any communication to or from the Securityholders’ Representative under such agreements shall be deemed to be communication to or from all Company Securityholders. The Securityholders’ Representative shall be the only person entitled (on behalf of the Company Securityholders) Securityholders to enforce rights, provide communications, make elections or provide consents under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement (and in doing any of the forgoing it shall be doing so on behalf of all the Company Securityholders) and the Purchaser shall be entitled to rely solely on such Securityholders’ Representative’s action or inaction in dealing with the Company Securityholders, notwithstanding any other communication whether in writing or otherwise, from any of the Company Securityholders. The Securityholders’ Representative is hereby further authorized to execute and deliver the Escrow Agreement as agent act for the Company Securityholders as set forth herein, including, without limitation, with regard to matters pertaining to Sections 1.4, 2.3, 2.4, 2.5, 2.6, 6.4, 6.6, 7.3, Article IX and Article X, give and receive notices and communications, authorize offsetting Escrow Shares in satisfaction of claims by any Indemnified Person, object to such payments, agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Person against any Escrow Participant or by any Company Securityholder against any Indemnified Person or any dispute between any Indemnified Person and any such Company Securityholder, in each case, relating to this Agreement or the transactions contemplated hereby and to exercise take all other actions that are either (i) necessary or appropriate in the Company Securityholders’ rights thereunder. The judgment of the Securityholders’ Representative shall not be liable in any manner or for any reason to any Company Securityholders in respect the accomplishment of the decisions, determinations foregoing or agreements made (ii) specifically mandated by the terms of this Agreement or consented the Escrow Agreement. Each Company Securityholder agrees to by receive correspondence from the Securityholders’ Representative, or for any acts done or not done by including in electronic form. Notwithstanding the Securityholders’ Representative, under or in connection with this Agreement, except to the extent that the Securityholders’ Representative was grossly negligent or engaged in wilful misconduct with respect to such decision, determination, agreement or act done or not done by the Securityholders’ Representative in connection with this Agreement. The Company Securityholders shall indemnify, defend and hold harmless the Securityholders’ Representative and its successors and assigns from and against any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) (together, “Securityholders’ Representative Losses”) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the Securityholders’ Representative pursuant to the terms of this Agreement and the Escrow Agreement provided that, in the event that any such Securityholders’ Representative Losses or any portion thereof is finally adjudicated to have been primarily caused by the gross negligence or wilful misconduct of the Securityholders’ Representative or any of its successors or assignsforegoing, the Securityholders’ Representative will reimburse the Company Securityholders the amount may resign at any time by providing written notice of such Securityholders’ Representative Losses attributable intent to such gross negligence or wilful misconduct. If not paid directly resign to the Securityholders’ Representative by the Company Securityholders, any which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such losses, liabilities written notice or expenses may be recovered (B) the appointment of a successor by the Securityholders’ Representative from the Escrow Expenses Amount and from the funds holders of a majority in the Escrow Fund otherwise distributable to Company Securityholders following the termination interest of the Escrow Period pursuant to the terms hereof and the Escrow Agreement at the time of distribution; provided that while this clause allows the Securityholders’ Representative to be paid from the Escrow Fund, this does not relieve the Company Securityholders from their obligation to promptly pay such losses, liabilities or expenses, nor does it prevent the Securityholders Representative from seeking any remedies available to it at Law or otherwiseShares. If the Securityholders’ Representative shall die, be removed, become disabled, resign or otherwise be unable to fulfill its responsibilities hereunder, the Company Securityholders shall (by consent of those persons entitled to at least a majority of the purchase price paid to all Company Securityholders), within 10 days after such death, removal, disability, resignation or inability, appoint a successor to the Securityholders’ Representative Representative, and shall immediately thereafter notify Purchaser Acquiror of the identity of such successor. Any such successor shall succeed the former Securityholders’ Representative as the Securityholders’ Representative hereunder. If If, for any reason reason, there is no Securityholders’ Representative at any time, all references herein in this Agreement to the Securityholders’ Representative shall be deemed to refer to the Company Escrow Participants. No bond shall be required of the Securityholders’ Representative. Each Company Securityholder hereby agrees to receive correspondence from A decision, act, consent or instruction of the Securityholders’ Representative, including an amendment, extension or waiver of this Agreement pursuant to its authority hereunder, shall constitute a decision of the Company Securityholders and shall be final, binding and conclusive upon the Company Securityholders. (b) By executing this Agreement under the heading “Securityholders’ Representative,” Josh Held hereby (i) accepts his appointment and authorization to act as Securityholders’ Representative as attorney-in-fact and agent on behalf of the Company Securityholders in electronic form;accordance with the terms of this Agreement, and (ii) agrees to perform his obligations under, and otherwise comply with, this Section 10.10. (c) The Securityholders’ Representative shall not be liable to any Company Securityholder for any act done or omitted hereunder as the Securityholders’ Representative without gross negligence or willful misconduct or bad faith (and any act done or omitted pursuant to the bona fide good faith advice of counsel, accountants and other professionals and experts retained by the Securityholders’ Representative shall be conclusive evidence of good faith). To the fullest extent permitted by applicable Legal Requirements, the Company Securityholders shall severally indemnify the Securityholders’ Representative and hold it harmless against any loss, Liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Securityholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Securityholders’ Representative. If not paid directly to the Securityholders’ Representative by the Company Securityholders, such losses, Liabilities or expenses may be recovered by the Securityholders’ Representative from the Escrow Shares otherwise distributable to the Escrow Participants (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) after the General Indemnity Termination Date, pursuant to the terms hereof and of the Escrow Agreement, at the time of distribution, and such recovery will be made from the Escrow Participants according to their respective Pro Rata Portion. The Securityholders’ Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Securityholders’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Securityholders’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith. No provision of this Agreement or the Escrow Agreement shall require the Securityholders’ Representative to expend or risk its own funds or otherwise incur any financial Liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement. (d) All of the immunities and powers granted to the Securityholders’ Representative under this Agreement shall survive the Closing and/or any termination of this Agreement and the Escrow Agreement. The grant of authority provided for in this Section 10.10: (i) is coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Company Securityholders and shall be binding on any successor thereto and (ii) shall survive the delivery of an assignment by any Escrow Participant of the whole or any fraction of his, her or its interest in the Escrow Shares. (e) The Company shall deliver to the Securityholders’ Representative a copy of the following documents: (i) the Spreadsheet, (ii) the Closing Expenses Certificate, and (iii) the Company Indebtedness Certificate.

Securityholders’ Representative. by participating (a) Prior to entry into this Agreement, the Company and the Unitholders (other than the Blocker Members) shall appoint Chilly Water, LLC to act as the representative for the benefit of each Unitholder (other than the Blocker Members) as the exclusive agent and attorney-in-fact to act on behalf of each Unitholder (other than the Blocker Members), in connection with the transactions contemplated hereby hereby. (b) The Securityholders’ Representative shall have the authority to act for and receiving on behalf of the benefits thereofUnitholders (other than the Blocker Members), including including, without limitation, (i) to give and receive notices and communications, (ii) to act on behalf of such Persons with respect to the right Adjustment Escrow Account, the PPP Escrow Account, the Earn-Out Payments and any other matters arising under this Agreement or the other Transaction documents, (iii) to receive authorize delivery to Parent and Merger Sub of any funds and property in its possession or in the consideration payable possession of the Adjustment Escrow Agent or PPP Escrow Agent in satisfaction of claims by Parent and Merger Sub, (iv) to object to such deliveries, (v) to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards of courts, mediators and arbitrators with respect to such suits, claims or proceedings, (vi) subject to the restrictions in Section 6.11(f), to use the Securityholders’ Representative Expense Amount to satisfy costs, expenses and/or Liabilities of the Securityholders’ Representative or the Unitholders (other than the Blocker Members) in connection with matters related to this Agreement and/or the Transaction documents and satisfy a portion of the Downward Adjustment Amount in accordance with Section 2.13(a)(i), with any balance of the Securityholders’ Representative Expense Amount not used for such transactionspurposes to be disbursed and paid to the Unitholders (other than the Blocker Members) in accordance with the Payment Schedule at such time as the Securityholders’ Representative determines in its sole discretion that no additional such costs, each Company Securityholder expenses and/or Liabilities shall become due and payable, (vii) appoint the Paying Agent and enter into the Paying Agent Agreement and (viii) to take all actions necessary or appropriate in the judgment of the Securityholders’ Representative for the accomplishment of the foregoing. The Securityholders’ Representative shall for all purposes be deemed to have approved the designation ofsole authorized agent of the Unitholders (other than the Blocker Members) from and after Closing until such time as the agency is terminated. Any successor in the position of Securityholders’ Representative may be filled by Securityholders’ Representative, and hereby designates, Shareholder Representative Services LLC (any such replacement shall acknowledge and agree to be treated the “Securityholders’ Representative”) as the Company Securityholders’ representative and as their duly authorised agent, attorney and representative ” for the purposes of dealing with the Purchaser under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement and any communication other Transaction Document. Notices or communications to or from the Securityholders’ Representative under such agreements shall be deemed to be communication constitute notice to or from each of the Unitholder (other than the Blocker Members) during the term of the agency. The Securityholders’ Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no other covenants or obligations shall be implied under this Agreement against the Securityholders’ Representative; provided, however, that the foregoing shall not act as a limitation on the powers of the Securityholders’ Representative determined by it to be reasonably necessary to carry out the purposes of its obligations. (c) The Securityholders’ Representative shall have reasonable access to information about the Company, Blocker, Parent, Merger Sub and the Surviving Entity necessary or appropriate for it to fulfill its obligations under this Agreement and the reasonable assistance of the Surviving Entity’s, Blocker’s and Parent’s officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Securityholders’ Representative shall treat confidentially and not disclose any nonpublic information from or about the Surviving Entity, Blocker or Parent to anyone (except on a need to know basis to agents or representatives of Securityholders’ Representative who first agree to treat such information confidentially) other than in connection with the enforcement of any rights hereunder or any other proceeding brought in connection herewith. (d) A decision, act, consent or instruction of the Securityholders’ Representative shall constitute a decision, act, consent or instruction of all Company of the Unitholders (other than the Blocker Members) and shall be final, binding and conclusive upon each such Person. Parent may rely upon any such decision, act, consent or instruction of the Securityholders’ Representative as being the decision, act, consent or instruction of every such Unitholder (other than the Blocker Members) and shall have no Liability to any such Person for any actions taken in reliance upon any such decision, act, consent or instruction of the Securityholders’ Representative. (e) The Securityholders’ Representative will not be liable for any act taken or omitted to be taken as Securityholders’ Representative while acting in good faith, and any act taken or omitted to be taken pursuant to the reasonable advice of counsel will be conclusive evidence of such good faith. The Securityholders’ Representative shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished to it by the only person entitled (on behalf of Surviving Entity, Parent, Merger Sub and any third party or any other evidence deemed by the Company Securityholders) ’ Representative to enforce rightsbe reliable, provide communications, make elections or provide consents under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement (and in doing any of the forgoing it shall be doing so on behalf of all the Company Securityholders) and the Purchaser ’ Representative shall be entitled to rely solely act on such Securityholders’ Representative’s action or inaction in dealing with the Company Securityholders, notwithstanding any other communication whether in writing or otherwise, from any advice of the Company Securityholders. The Securityholders’ Representative is hereby further authorized to execute and deliver the Escrow Agreement as agent for the Company Securityholders and to exercise the Company Securityholders’ rights thereundercounsel selected by it. The Securityholders’ Representative shall not be liable fully justified in failing or refusing to take any manner action under this Agreement or for any reason related document or agreement if it shall have received such advice or concurrence as it deems appropriate with respect to any Company Securityholders in respect of the decisions, determinations or agreements made or consented to by the Securityholders’ Representativesuch inaction, or for if it shall not have been expressly indemnified to its satisfaction against any acts done or not done by the Securityholders’ Representative, under or in connection with this Agreement, except to the extent and all Liability and expense that the Securityholders’ Representative was grossly negligent may incur by reason of taking or engaged in wilful misconduct with respect continuing to take any such decisionaction. (f) Notwithstanding anything contained herein to the contrary, determination, agreement or act done or not done by the Securityholders’ Representative in connection with this Agreement. The Company Securityholders shall indemnifycovenants and agrees that, defend and hold harmless prior to the payment of any amounts required to be paid pursuant to Section 2.13(a)(i) from the Securityholders’ Representative and its successors and assigns from and against any and all claimsExpense Amount, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) (together, “Securityholders’ Representative Losses”) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the Securityholders’ Representative pursuant to the terms of this Agreement and the Escrow Agreement provided that, in the event that any such Securityholders’ Representative Losses or shall not use any portion thereof is finally adjudicated to have been primarily caused by the gross negligence or wilful misconduct of the Securityholders’ Representative Expense Amount to pay costs, fees or expenses or otherwise distribute any portion of the Securityholders’ Representative Expense Amount to any Person (other than the Unitholders (other than the Blocker Members)) other than those costs, fees and expenses reasonably incurred in connection with the Securityholders’ Representative discharging its successors or assignsduties hereunder. (g) Notwithstanding anything contained herein to the contrary, the Securityholders’ Representative will reimburse shall not have the Company Securityholders authority to act for and on behalf of the amount Blocker Members, and all decisions, acts, consents or instructions required by any of such Securityholders’ Representative Losses attributable to such gross negligence the Blocker Members or wilful misconduct. If not paid directly to the Securityholders’ Representative Blocker Partners herein shall be made by the Company Securityholders, any such losses, liabilities or expenses may be recovered by the Securityholders’ Representative from the Escrow Expenses Amount and from the funds in the Escrow Fund otherwise distributable to Company Securityholders following the termination of the Escrow Period pursuant to the terms hereof and the Escrow Agreement at the time of distribution; provided that while this clause allows the Securityholders’ Representative to be paid from the Escrow Fund, this does not relieve the Company Securityholders from their obligation to promptly pay such losses, liabilities or expenses, nor does it prevent the Securityholders Representative from seeking any remedies available to it at Law or otherwise. If the Securityholders’ Representative shall die, be removed, become disabled, resign or otherwise be unable to fulfill its responsibilities hereunder, the Company Securityholders shall (by consent of those persons entitled to at least a majority of the purchase price paid to all Company Securityholders), within 10 days after such death, removal, disability, resignation or inability, appoint a successor to the Securityholders’ Representative and immediately thereafter notify Purchaser of the identity of such successor. Any such successor shall succeed the former Securityholders’ Representative as the Securityholders’ Representative hereunder. If for any reason there is no Securityholders’ Representative at any time, all references herein to the Securityholders’ Representative shall be deemed to refer to the Company Securityholders. Each Company Securityholder hereby agrees to receive correspondence from the Securityholders’ Representative, including in electronic form;Blocker Seller.

Securityholders’ Representative. (a) Each Escrow Participant by participating virtue of the approval and adoption of this Agreement or other appointment authorization documentation (other than such Company Stockholders, if any, who have perfected appraisal rights under Delaware Law) or by accepting any consideration payable hereunder shall be deemed to have agreed to appoint Telegraph Hill Partners Management Company LLC as its agent and attorney-in-fact (the “Securityholders’ Representative ”) for and on behalf of the Escrow Participants to act for the Escrow Participants with regard to matters pertaining to Sections 2.6, 2.7, 6.8, 7.3, Article IX and Article X, give and receive notices and communications, authorizes payment to any Indemnified Person from the Indemnity Escrow Amount in satisfaction of claims by any Indemnified Person, object to such payments, agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Person against any Escrow Participant or by any Escrow Participant against any Indemnified Person or any dispute between any Indemnified Person and any such Escrow Participant, in each case relating to this Agreement or the transactions contemplated hereby and receiving to take all other actions that are either (i) necessary or appropriate in the benefits thereof, including the right to receive the consideration payable in connection with such transactions, each Company Securityholder shall be deemed to have approved the designation of, and hereby designates, Shareholder Representative Services LLC (the “Securityholders’ Representative”) as the Company Securityholders’ representative and as their duly authorised agent, attorney and representative for the purposes judgment of dealing with the Purchaser under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement and any communication to or from the Securityholders’ Representative under such agreements shall be deemed to be communication to or from all Company Securityholders. The Securityholders’ Representative shall be for the only person entitled (on behalf accomplishment of the Company Securityholdersforegoing or (ii) to enforce rights, provide communications, make elections specifically mandated by the terms of this Agreement or provide consents under this Agreement, the Subscription Share Transfer Agreements, the Warrant Surrender Agreements, the Option Surrender Agreements and the Escrow Agreement (and in doing any of the forgoing it shall be doing so on behalf of all the Company Securityholders) and the Purchaser shall be entitled Agreement. Each Escrow Participant agrees to rely solely on such Securityholders’ Representative’s action or inaction in dealing with the Company Securityholders, notwithstanding any other communication whether in writing or otherwise, receive correspondence from any of the Company Securityholders. The Securityholders’ Representative is hereby further authorized to execute and deliver the Escrow Agreement as agent for the Company Securityholders and to exercise the Company Securityholders’ rights thereunder. The Securityholders’ Representative shall not be liable in any manner or for any reason to any Company Securityholders in respect of the decisions, determinations or agreements made or consented to by the Securityholders’ Representative, or for any acts done or not done including in electronic form. Such agency may be changed by the Securityholders’ Representative, under or in connection Escrow Participants with this Agreement, except the right to the extent that the Securityholders’ Representative was grossly negligent or engaged in wilful misconduct with respect to such decision, determination, agreement or act done or not done by the Securityholders’ Representative in connection with this Agreement. The Company Securityholders shall indemnify, defend and hold harmless the Securityholders’ Representative and its successors and assigns from and against any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) (together, “Securityholders’ Representative Losses”) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the Securityholders’ Representative pursuant to the terms of this Agreement and the Escrow Agreement provided that, in the event that any such Securityholders’ Representative Losses or any portion thereof is finally adjudicated to have been primarily caused by the gross negligence or wilful misconduct majority of the Securityholders’ Representative or any of its successors or assignsIndemnity Escrow Amount from time to time. Notwithstanding the foregoing, the Securityholders’ Representative will reimburse may resign at any time by providing written notice of intent to resign to the Company Securityholders Escrow Participants, which resignation shall be effective upon the amount earlier of (A) thirty (30) calendar days following delivery of such Securityholders’ Representative Losses attributable to such gross negligence written notice or wilful misconduct. If not paid directly to (B) the Securityholders’ Representative appointment of a successor by the Company Securityholders, any such losses, liabilities or expenses may be recovered by the Securityholders’ Representative from the Escrow Expenses Amount and from the funds holders of a majority in the Escrow Fund otherwise distributable to Company Securityholders following the termination interest of the Indemnity Escrow Period pursuant to the terms hereof and the Escrow Agreement at the time of distribution; provided that while this clause allows the Securityholders’ Representative to be paid from the Escrow Fund, this does not relieve the Company Securityholders from their obligation to promptly pay such losses, liabilities or expenses, nor does it prevent the Securityholders Representative from seeking any remedies available to it at Law or otherwiseAmount. If the Securityholders’ Representative shall die, be removed, become disabled, resign or otherwise be unable to fulfill its responsibilities hereunder, the Company Securityholders Escrow Participants shall (by consent of those persons entitled to at least a majority of the purchase price paid to all Company Securityholders), within 10 days after such death, removal, disability, resignation or inability, appoint a successor to the Securityholders’ Representative Representative, and shall immediately thereafter notify Purchaser Acquiror of the identity of such successor. Any such successor shall succeed the former Securityholders’ Representative as the Securityholders’ Representative hereunder. If for any reason there is no Securityholders’ Representative at any time, all references herein in this Agreement to the Securityholders’ Representative shall be deemed to refer to the Company Escrow Participants. No bond shall be required of the Securityholders’ Representative. Each Company Securityholder hereby agrees to receive correspondence from A decision, act, consent or instruction of the Securityholders’ Representative, including an amendment, extension or waiver of this Agreement pursuant to its authority hereunder, shall constitute a decision of the Escrow Participants and shall be final, binding and conclusive upon the Escrow Participants. (b) By executing this Agreement under the heading “Securityholders’ Representative,” Telegraph Hill Partners Management Company LLC hereby (i) accepts its appointment and authorization to act as Securityholders’ Representative as attorney-in-fact and agent on behalf of the Escrow Participants in electronic form;accordance with the terms of this Agreement, and (ii) agrees to perform its obligations under, and otherwise comply with, this Section 10.10. (c) The Securityholders’ Representative shall not be liable to any former Escrow Participant for any act done or omitted hereunder as the Securityholders’ Representative without gross negligence, willful misconduct or bad faith (and any act done or omitted pursuant to the bona fide good faith advice of counsel, accountants and other professionals and experts retained by the Securityholders’ Representative shall be conclusive evidence of good faith). To the fullest extent permitted by applicable Legal Requirements, the Escrow Participants shall severally indemnify the Securityholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Securityholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Securityholders’ Representative. If not paid directly to the Securityholders’ Representative by the Escrow Participants, such losses, liabilities or expenses may be recovered by the Securityholders’ Representative from the Reserve Account (as defined below) and the Escrow Account otherwise distributable to the Escrow Participants (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) after the Indemnity Termination Date, pursuant to the terms hereof and of the Escrow Agreement, at the time of distribution, and such recovery will be made from the Escrow Participants according to their respective Escrow Participant Pro Rata Share. The Securityholders’ Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Securityholders’ Representative shall establish an account to hold a reserve not to exceed $200,000 (such account, the “Reserve Account” and such amount held, the “Reserve Amount”) from the Merger Consideration with respect to the Escrow Participants based upon their Escrow Participant Pro Rata Share to fund potential expenses of the Securityholders’ Representative in carrying out its authorized duties. The Securityholders’ Representative may engage attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the Securityholders’ Representative may deem necessary or desirable and incur other out-of-pocket expenses related to performing its services hereunder and paid out of the Reserve Account. The Securityholders’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Securityholders’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith. On the Indemnity Termination Date or, if later, the date of resolution of any claim outstanding pursuant to a Claim Notice delivered prior to such date, the Securityholders’ Representative shall release all remaining funds held in the Reserve Account (and not distributed or distributable to the Securityholders’ Representative in accordance with this Section 10.10) to the Escrow Participants. No provision of this Agreement or the Escrow Agreement shall require the Securityholders’ Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement or the Escrow Agreement. (d) All of the immunities and powers granted to the Securityholders’ Representative under this Agreement shall survive the Closing and/or any termination of this Agreement and the Escrow Agreement. The grant of authority provided for in this Section 10.10: (i) is coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Escrow Participant and shall be binding on any successor thereto and (ii) shall survive the delivery of an assignment by any Escrow Participants of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount and the Indemnity Escrow Amount. (e) The Company shall deliver to the Securityholders’ Representative a copy of the following documents: (i) the Estimated Net Working Capital statement, (ii) the calculation of the Merger Consideration, (iii) the Spreadsheet, (iv) the Closing Expenses Certificate, (v) the Company Indebtedness Certificate and (vi) the Estimated Balance Sheet.