Common use of Sellers’ Representative Clause in Contracts

Sellers’ Representative. (a) Effective as of the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity or bankruptcy of any such Company Shareholder.

Sellers’ Representative. (a) Effective as By voting in favor of the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes adoption of this Agreement, the term “Sellers’ Representative” will mean approval of the representativeprincipal terms of the Merger, true and lawful by receiving the benefits thereof, including any consideration payable hereunder, each Seller hereby authorizes, directs and irrevocably appoints (and each other (1) Stockholder pursuant to the terms of such Stockholder’s Transmittal Letter and (2) Optionholder pursuant to the terms of such Optionholder’s Option Cancelation Agreement, shall authorize, direct and appoint) Shareholder Representative Services LLC to act as its sole and exclusive agent, proxy attorney-in-fact and attorney in fact representative as of the Company Shareholders Closing for all purposes in connection with this Agreement and the agreements ancillary hereto, and authorizes and directs the Sellers’ Representative to (A) take any and all actions (including executing and delivering any documents, incurring any costs and expenses on behalf of the Sellers and making any and all determinations) which may be required or permitted by this Agreement to be taken by the Sellers, (B) exercise such other rights, power and authority, as are authorized, delegated and granted to the Sellers’ Representative pursuant to this Agreement, the Escrow Agreement, the Paying Agent Agreement and Payments Agreement, any Transmittal Letter, or any other Related Agreementagreements ancillary hereto, with full and (C) exercise such rights, power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary incidental to the foregoing. Any such actions taken, exercises of rights, power or appropriate to carry out the functions assigned to it under this Agreement authority, and any Related Agreement, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on decision or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action determination made by the Sellers’ Representative will consistent therewith, shall be the sole absolutely and exclusive means of asserting or addressing any claims irrevocably binding on behalf of Seller Partieseach Seller, and no such Seller’s successors, as if such holder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such holder’s capacity and all defense which may be available to such Seller Party will have any right to act on its own behalf with respect to any such matterscontest, other than any claim negate or dispute against disaffirm the action of the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties Representative taken in good faith under this Agreement, the Escrow Agreement and each other Related or the Payments Agreement are waived. Each Seller agrees that the Sellers’ Representative shall not be liable for any actions taken or omitted to be taken under or in connection with this Agreement and any related agreements, or the transactions contemplated hereby or thereby, except for such actions taken or omitted to take all other actions be taken resulting from the Sellers’ Representative’s gross negligence or refrain from taking all other actions willful misconduct. The Sellers shall indemnify the Sellers’ Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Sellers’ Representative, the Sellers’ Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be taken recovered by the Sellers’ Representative under from (i) the terms of this Agreement, funds in the Escrow Agreement, the Paying Agent Agreement or Reserve Account and (ii) any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration funds that become payable to them hereunderthe Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, irrevocably grant unto that while the Sellers’ Representative full power and authority may be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to do and perform each and every act and thing necessary promptly pay such Representative Losses as they are suffered or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that incurred. In no event will the Sellers’ Representative will have no obligation be required to act advance its own funds on behalf of the Company ShareholdersSellers or otherwise. Each of Notwithstanding anything in this Agreement to the Company Shareholders agrees that such agency is coupled with an interestcontrary, is therefor irrevocable without any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the consent recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Sellers’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Sellers’ Representative or the termination of this Agreement. The powers, immunities and will rights to indemnification granted to the Sellers’ Representative hereunder: (X) are coupled with an interest and shall be irrevocable and survive the death, incapacity incompetence, bankruptcy or bankruptcy liquidation of any such Company ShareholderSeller and shall be binding on any successor thereto and (Y) shall survive the delivery of any assignment by any Seller of the whole or any fraction of his her or its interest in the Adjustment Escrow Amount. The Sellers’ Representative may resign at any time.

Sellers’ Representative. (a) Effective as Each of the date hereofSellers (other than the ESOP) hereby irrevocably appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Sellers' Representative") as his, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, true and lawful her or its agent, proxy and attorney in attorney-in-fact of the Company Shareholders for all purposes of under this Agreement, and each such Seller authorizes the Escrow AgreementSellers' Representative to do any and all of the following for such Seller and in such Seller's name and stead: (i) to execute, acknowledge, as appropriate, and deliver to the Paying Agent Buyer any certificate, document or agreement referred to herein or contemplated hereby (other than the Restricted Shares Agreement to which such Seller is a party, if any); (ii) to accept, receipt for and deposit any funds or other amounts owing to the Sellers (other than the ESOP) hereunder; (iii) to represent, negotiate on behalf of and bind the Sellers (other than the ESOP) in connection with the determination of the purchase price adjustment amount pursuant to Section 1.4, any negotiations or agreements with the Buyer with respect to the purchase price adjustment under Section 1.4, and any presentation to or discussions with the Independent Accountant with respect thereto; (iv) to pay the purchase price adjustment amount, if any, due from the Sellers (other Related Agreementthan the ESOP) to the Buyer in accordance with Section 1.4, subject to the individual Sellers' prior payment or prompt reimbursement of such amount to the Sellers' Representative; (v) to represent, negotiate on behalf of and bind the Sellers (other than the ESOP) in connection with full power the determination of any indemnification claims under this Agreement or any of the Ancillary Agreements or any negotiations or agreements with the Buyer with respect to indemnification, and authority to make any indemnification payments under this Agreement or any of the Ancillary Agreements on behalf of the Sellers (other than the ESOP); (vi) on behalf of the Sellers (other than the ESOP), to execute, acknowledge, as appropriate, and deliver such Person’s behalfmodifications and amendments to this Agreement or any of the Ancillary Agreements as the Sellers' Representative shall deem advisable in his discretion; and (vii) to do any and all other acts and things on behalf of the Sellers (other than the ESOP) in connection with this Agreement or any of the Ancillary Agreements as the Sellers' Representative shall deem advisable in his discretion. The agency created hereby shall be deemed irrevocable and coupled with an interest. The Buyer shall be entitled to rely upon the powers granted herein with respect to any matter relating to this Agreement or any of the Ancillary Agreements, and any question which may arise concerning the power or authority of the Sellers’ ' Representative will have such powers to act for each Seller (other than the ESOP) shall be interpreted and construed in favor of the authority as are necessary of the Sellers' Representative. (b) The Sellers' Representative shall not be liable to any Seller with respect to any actions taken (or appropriate to carry out not taken) by the functions assigned to it Sellers' Representative in the performance of his duties under this Agreement and any Related Agreementother document or agreement referred to herein or contemplated hereby, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds except to the extent it reasonably determines may be necessary in accordance with the terms hereof, that such actions were taken (ivor not taken) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms a result of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent intentional misconduct of the Sellers’ Representative and will survive the death, incapacity or bankruptcy of any such Company Shareholder' Representative.

Sellers’ Representative. (a) Effective as of the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes of this Agreement, the term “"Sellers’ ' Representative” will mean " shall be WIND POINT INVESTORS V, L.P. By execution hereof, each of the representativeSellers does hereby make, true constitute and lawful appoint the Sellers' Representative, as his, her or its agent, proxy to act in his, her or its name, place and attorney in fact of stead, as such Seller's attorney-in-fact, (i) to execute and deliver all documents necessary or desirable to carry out the Company Shareholders for all purposes intent of this Agreement, the Equity Commitment Letter and the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary (ii) to make all elections or appropriate to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate the transactions decisions contemplated by this Agreement, the Equity Commitment Letter and the Escrow Agreement, including, the initiation or defense of claims for indemnification hereunder and thereunder, and (iiiii) to give and receive on behalf of the Sellers any and all notices from or to any Seller or Sellers hereunder or thereunder, (iv) subject to SECTION 2.3(C) and SECTION 2.3(D), to delegate to any Persons all or any of such Sellers' Representative's power and authority hereunder in the event of its incapacity to act; (v) to withhold a portion of the Closing Date Payment or any other payments made pursuant to this Agreement, the Equity Commitment Letter and the Escrow Agreement to pay such Person’s expenses (whether incurred on or after any amounts that the date hereof) incurred Sellers' Representative reasonably expects to incur in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise ' obligations under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, including amounts required to pay the Paying Agent Agreement or any other Related Agreement. The Company Shareholdersfees and expenses of professionals, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done incurred in connection with the transactions contemplated by this Agreement, to interpret all provisions of this Agreement, the Equity Commitment Letter and the Escrow Agreement and to resolve any disputes regarding the Purchase Price or indemnification claims provided that (1) concurrently with the delivery of the Allocation Schedule to the Sellers under SECTION 2.1(E), the Sellers' Representative provides each of the Sellers with reasonable documentation of any expenses actually incurred by the Sellers' Representative, on behalf of the Sellers, at or prior to the Closing and a reasonably detailed explanation of the basis of its estimate of the amounts that it reasonably expects to incur, following the Closing, in connection with the Sellers' obligations under this Agreement, the Equity Commitment Letter and the Escrow Agreement, and (2) that the amount of the Seller Transaction Expenses withheld under SECTION 2.1(A) does not exceed, in the aggregate, $20,000,000 (including any amounts paid by the Buyer, on behalf of the Sellers, at the Closing pursuant to SECTION 2.1(D) AND (F)), (vi) generally to act for each Seller and on each such Seller's behalf in all matters contemplated by, or connected with, this Agreement, the Equity Commitment Letter and the Escrow Agreement, with the same force and effect as fully each such Seller might act in person, and (vii) to all intents amend, modify or supplement any of the foregoing in each such Seller's name, place and purposes stead, as the Company Shareholders might or could do; if such Seller had personally done such act, provided, however, that the Sellers’ ' Representative will shall not have no the right to execute and deliver any amendment to this Agreement, the Equity Commitment Letter or the Escrow Agreement or to take any other action, in the name, place and stead of any Seller, without the prior written consent of such Seller, if such amendment or action (A) would cause this Agreement and the purchase and sale of the Shares to fail to meet the conditions of, or impose an obligation on such Seller that is materially inconsistent with, the provisions of, Section 7 of the Stockholders' Agreement, (B) would amend or modify, in any respect, the obligations of such Seller to act indemnify the Buyer or any other Person under this Agreement (1) on a basis inconsistent with the Allocation Schedule and the Pro Rata Percentage Interest of each of the Sellers, or (2) to (x) increase the Cap Amount, (y) exclude any additional matters from the Cap Amount with respect to the Sellers' obligations to indemnify the Buyer other than those set forth in SECTION 11.9(B) as of the date hereof, or (z) amend or modify SECTION 11.9 (F), (G) or (H) or (C) would impose any additional obligations on any Seller that is an Institutional Seller relating to the conduct of such Institutional Seller's business, or (D) would result in the preparation of the Allocation Schedule or in the determination of such Seller's Pro Rata Percentage Interest, in any manner inconsistent with Section 2.1. WIND POINT INVESTORS V, L.P. as Sellers' Representative hereby accepts such appointment. By execution hereof, the Sellers' Representative agrees to accept payment of the Closing Date Payment and any other payments made pursuant to this Agreement, the Equity Commitment Letter or the Escrow Agreement to the Sellers' Representative to be distributed to the Sellers, from time to time, on behalf of the Company Shareholders. Each Sellers and to disburse to the Sellers their proportionate share within two (2) Business Days after receipt of payment thereof (in accordance with the Allocation Schedule and their Pro Rata Percentage Interest). (b) The Buyer shall be entitled to rely exclusively on the full power and authority of the Company Shareholders agrees Sellers' Representative to act hereunder, the Equity Commitment Letter and the Escrow Agreement and under any Exhibit or Schedule hereto or thereto on behalf of the Sellers, and shall not be liable in any way whatsoever for any action the Buyer takes or omits to take in reliance upon such power and authority. The Sellers shall look solely to the Sellers' Representative for payment of their pro rata share of the Closing Date Payment and any other payments made pursuant to this Agreement, the Equity Commitment Letter or the Escrow Agreement by the Buyer to the Sellers' Representative to be distributed to such Seller (in accordance with the Allocation Schedule and each Seller's Pro Rata Percentage Interest), and they shall have no recourse against the Buyer or any of its Affiliates or agents for payment thereof; provided, however, that this sentence shall in no way limit the Sellers' or Sellers' Representative's power to enforce any of the Sellers' rights hereunder against the Buyer, except to the extent such power is vested exclusively with the Sellers' Representative under this Agreement, the Equity Commitment Letter or the Escrow Agreement. (c) The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any Seller shall not terminate the Sellers' Representative's appointment or the authority and agency of the Sellers' Representative. The power-of-attorney granted in this Section 2.3 is coupled with an interestinterest and is irrevocable. If at any time hereafter the Sellers' Representative shall resign or otherwise become incapable of acting as the Sellers' Representative, is therefor irrevocable a successor Sellers' Representative shall be elected by the affirmative vote of a majority-in-interest (based on each Seller's Pro Rata Percentage Interest) of the Sellers. Every successor Sellers' Representative appointed hereunder shall execute, acknowledge and deliver to the Buyer and each other Seller, an instrument in writing, reasonably satisfactory to the Sellers and the Buyer, accepting such appointment hereunder, and thereupon such successor Sellers' Representative, without any further act, shall become fully vested with all the rights, immunities and powers and shall be subject to all of the duties and obligations, of its predecessor. For any action which must be approved by the vote of the Sellers, such approval can be obtained at a meeting (held at any place in person or by telephone) or by written consent; provided that the execution of any document, instrument or letter of direction by the Sellers for purposes of effecting any action will be deemed to be evidence of such approval. (d) No Person acting as Sellers' Representative shall delegate any authority hereunder to another Person nor shall any replacement or substitute Sellers' Representative be appointed without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (e) The Sellers’ ' Representative shall act, without compensation, on behalf of the Sellers, and will survive the deathSellers' Representative shall not be liable to any Seller for any action the Sellers' Representative takes, incapacity or bankruptcy omits to take, in good faith on behalf of such Seller. Further, each Seller, for itself and for his, her or its heirs, executors, legal representatives and assigns, hereby agrees to indemnify and hold harmless any Sellers' Representative from and against any and all claims that may arise against such Sellers' Representative by reason of such Sellers' Representative's actions or inactions hereunder in its capacity as Sellers' Representative (except in the case of fraud or intentional or willful misconduct on the part of such Sellers' Representative) or against such Sellers' Representative, in its capacity as such, by reason of such Seller's fraud, misrepresentation, breach of representation or warranty or non-fulfillment of any obligation of such Company ShareholderSeller contained in this Agreement.

Sellers’ Representative. (a) Effective as Vista Equity Partners Fund III, L.P. ("Sellers' Representative") is hereby appointed by each of the date hereofSellers, Mercury Fund 2 Holdco LLC hereby is constituted Optionholders and appointed Sponsor Holdings Owners (the "Represented Parties") as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact representative of the Company Shareholders Represented Parties and as the attorney-in-fact and agent for all and on behalf of each Represented Party for purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related the Option Escrow Agreement (including entry into the Escrow Agreement and the Option Escrow Agreement, ) with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate Represented Parties' behalf (a) to carry out enter into the functions assigned Transaction Documents to which it under this Agreement and any Related Agreementis a party, including to: (ib) to consummate the transactions contemplated by this Agreementherein, (iic) to pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iiid) receive, give receipt and to disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of to each such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereofRepresented Party, (ive) to execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and Represented Parties any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein)hereto, (vif) to take all other actions to be taken by or on behalf of such Person Represented Parties in connection herewith, (viig) to negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Partiesfor indemnification or made pursuant to this Agreement hereof, and no Seller Party will have any right (h) to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights which each such Person Represented Party is, or the Company Shareholders Represented Parties collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ ' Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation hereby agrees to act on behalf of the Company ShareholdersRepresented Parties, and accepts the appointment by each such Seller to act on its behalf, as provided herein, as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby. Each A decision, act, consent or instruction of Sellers' Representative hereunder shall constitute a decision, act, consent or instruction of all Sellers and shall be final, binding and conclusive upon each Represented Party, and the Escrow Agent and Buyer may rely upon any such decision, act, consent or instruction of Sellers' Representative as being the decision, act, consent or instruction of each and every Represented Party and the Escrow Agent, Buyer and the Company Shareholders agrees that shall be relieved from any liability to any Person for any acts done by them in accordance with such agency is decision, act, consent or instruction of Sellers' Representative. The appointment of Sellers' Representative shall be coupled with an interestinterest and shall be irrevocable by any Represented Party in any manner or for any reason. Sellers' Representative shall promptly notify Buyer in the event of its replacement by another Sellers' Representative. For the avoidance of doubt, Sellers' Representative shall act as attorney-in-fact and agent for any Represented Party or Represented Parties for the purposes Section 12.03 and Section 12.04, whether such Represented Party is therefor irrevocable without the consent Indemnified Party or the Indemnifying Party. (b) At the Closing, Buyer shall deliver to Sellers' Representative an amount equal to $2,000,000 (the "Sellers' Representative Expense Fund") to be held in trust to cover and reimburse the fees and expenses incurred by Sellers' Representative for its obligations in connection with this Agreement and the transactions contemplated herein. Any balance of the Sellers’ ' Representative Expense Fund not incurred for such purposes shall be returned to the Sellers and will survive the death, incapacity or bankruptcy of any such Company ShareholderOptionholders in accordance with their respective Pro Rata Shares.

Sellers’ Representative. (a) Effective Sellers have irrevocably appointed Gre▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ act as the sole and exclusive representative (the "Sellers' Representative") to make all decisions and determinations on behalf of the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it Sellers under this Agreement that the Sellers' Representative may deem necessary or appropriate. Without limiting the generality of the immediately preceding sentence, the Sellers' Representative may, in his sole good faith discretion, object to, settle or compromise any Notice of Damages made by Buyer under this Agreement or any dispute with respect to the final Cash Amount, the Adjustment Amount, the Purchase Price Adjustment or the Accounts Receivable Deficiency, and authorize payments to be made with respect thereto. All action taken by the Sellers' Representative hereunder shall be binding upon the Sellers and their successors as if expressly confirmed and ratified in writing by each of them, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. All actions, decisions and instructions of the Sellers' Representative shall be conclusive and binding upon all of the Sellers and no Seller shall have any Related cause of action against the Sellers' Representative for any action taken, decision made or instruction given by such Sellers' Representative under or with respect to this Agreement or the Stock Purchase Agreement, including to: except for gross negligence or willful misconduct by such Sellers' Representative. (ib) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s The Sellers' Representative will be entitled to reimbursement of reasonable costs and expenses (whether incurred on or after the date hereofincluding reasonable attorneys' fees and arbitration costs) incurred by him or her in connection with the negotiation performance of his or her services and performance functions under or relating to this Agreement and/or the Stock Purchase Agreement (the "Expenses"). At the Closing, a sum equal to one percent (1%) of the Estimated Purchase Price shall be placed into an interest-bearing escrow account (the "Sellers' Representative Escrow") established by the Sellers' Representative from which the Sellers' Representative shall have the right to withdraw the Expenses, from time to time, in his discretion. When all Escrow Funds have been disbursed as provided in this Agreement and the Expenses have been paid, the Sellers' Representative shall disburse any balance remaining in the Sellers' Representative Escrow as additional Purchase Price to the Sellers, in the manner set forth in Section 8 of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that if the Sellers’ ' Representative believes, in his discretion, that he may incur additional Expenses subsequent to such time in connection with any potential claims that may be asserted against the Sellers' Representative or otherwise, the Sellers' Representative shall have the right to retain such portion of the remaining balance in the Sellers' Representative Escrow for such period of time as he deems necessary, in his discretion, to cover such Expenses. Upon determination by the Sellers' Representative that no further Expenses will have no obligation be incurred, the Sellers' Representative shall thereafter disburse any balance remaining in the Sellers' Representative Escrow as provided above. (c) The Sellers' Representative, or any successor to him hereafter appointed, may resign and shall be discharged of his duties hereunder upon the appointment of a successor Sellers' Representative as hereinafter provided. In case of the resignation or the death or inability to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ ' Representative appointed by Sellers, or any of his successors, a successor shall be named by the vote of a majority in interest of the Sellers. Each such successor Sellers' Representative shall have the power, authority, rights and will survive privileges hereby conferred upon the deathoriginal Sellers' Representative succeeded by him, incapacity or bankruptcy of any such Company Shareholderand the term "Sellers' Representative" as used herein shall be deemed to include a successor Sellers' Representative.

Sellers’ Representative. (a) Effective as of By approving this Agreement and the date hereoftransactions contemplated hereby, Mercury Fund 2 Holdco LLC hereby is constituted each Seller shall have irrevocably authorized and appointed as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have as such powers Seller’s representative and authority as are necessary or appropriate attorney-in-fact to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement act on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take any and all other actions and make any decisions required or refrain from taking all other actions that may permitted to be taken by the Sellers’ Representative under the terms of pursuant to this Agreement, including the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms exercise of the Merger and/or accepting the consideration payable power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to them hereunderclaims for indemnification made by Buyer pursuant to ARTICLE VII and ARTICLE IX; (iii) litigate, irrevocably grant unto the Sellers’ Representative full power arbitrate, resolve, settle or compromise any claim for indemnification pursuant to ARTICLE VII and authority to do ARTICLE IX; (iv) execute and perform each and every act and thing deliver all documents necessary or desirable to be done in connection with carry out the transactions intent of this Agreement and any Ancillary Document; (v) make all elections or decisions contemplated by this AgreementAgreement and any Ancillary Document; (vi) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Sellers’ Representative in complying with its duties and obligations; and (vii) take all actions necessary or appropriate in the good faith judgment of Sellers’ Representative for the accomplishment of the foregoing. Buyer shall be entitled to deal exclusively with Sellers’ Representative on all matters relating to this Agreement (including ARTICLE IX) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Sellers’ Representative, and on any other action taken or purported to be taken on behalf of any Seller by Sellers’ Representative, as being fully binding upon such Seller. Notices or communications to or from Sellers’ Representative shall constitute notice to or from each of the Sellers. Any decision or action by Sellers’ Representative hereunder, including any agreement between Sellers’ Representative and Buyer relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all intents Sellers and purposes as shall be final, binding and conclusive upon each such Person. No Seller shall have the Company Shareholders might right to object to, dissent from, protest or could dootherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Sellers, or by operation of Law. (b) The Sellers’ Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Sellers according to each Seller’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall Sellers’ Representative resign or be removed without the Majority Holders having first appointed a new Sellers’ Representative who shall assume such duties immediately upon the resignation or removal of Sellers’ Representative. In the event of the death, incapacity, resignation or removal of Sellers’ Representative, a new Sellers’ Representative shall be appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Sellers’ Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Buyer; provided, that until such notice is received, Buyer shall be entitled to rely on the decisions and actions of the prior Sellers’ Representative as described in Section 11.01(a) above. (c) The Sellers’ Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Sellers’ Representative shall be conclusive evidence of good faith). The Sellers shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Sellers’ Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Sellers’ Representative under this Agreement (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Sellers’ Representative, Sellers’ Representative shall reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied from the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), as soon as practicable after the date on which the final obligation of Sellers’ Representative under this Agreement has been discharged or such other date as Sellers’ Representative deems appropriate. Representative Losses may be recovered by the Sellers’ Representative will have no from other funds that become payable to the Sellers under this Agreement in accordance to at such time as such amounts would otherwise be distributable to the Sellers; provided, that while the Sellers’ Representative may be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to act promptly pay such Representative Losses as they are suffered or incurred. In no event will the Sellers’ Representative be required to advance its own funds on behalf of the Company ShareholdersSellers or otherwise. Each of Notwithstanding anything in this Agreement to the Company Shareholders agrees that such agency is coupled with an interestcontrary, is therefor irrevocable without any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the consent recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Sellers’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Sellers’ Representative or the termination of this Agreement. (d) Buyer shall be entitled to rely (without investigation) on and will survive shall have no liability to any Seller or any other Person for, any action taken by the deathSellers’ Representative as being taken by the Sellers’ Representative for itself and on behalf of each of the Sellers, incapacity and fully authorized by each Seller. Each Seller hereby agrees that for any legal proceedings arising under this Agreement, the Seller may be served legal process by registered mail to the address set forth in Section 11.03 for the Seller and that service in such manner shall be adequate, and such Seller shall not assert any defense or bankruptcy of claim that service in such manner was not adequate or sufficient in any such Company Shareholdercourt in any jurisdiction.

Sellers’ Representative. Each Seller hereby appoints the Sellers’ Representative as his or her attorney-in-fact, authorizing him to act on such Seller’s behalf to supervise the Closing on behalf of the Sellers, to execute and deliver any Ancillary Documents and any instruments of transfer or other documents required of the Sellers and to receive all documents to be delivered by Purchaser at the Closing, to take all actions (aincluding giving any approvals or consents) Effective and make all decisions contemplated by this Agreement (whether to be given before or after Closing), and take any other action permitted or required by this Agreement or any Ancillary Document to be taken on behalf of the Sellers or any particular Seller, and to administer all other matters related hereto. The Sellers’ Representative may be removed or replaced by one or more Sellers who together, as of the date hereof, Mercury Fund 2 Holdco LLC hold a majority of the outstanding common stock of the CA Company; provided, that Purchaser consents to such replacement Sellers’ Representative, which consent will not be unreasonably withheld. Each of the Sellers hereby is constituted and appointed agrees that (i) the Sellers’ Representative shall not have any liability to any of the other Sellers for any actions or omissions in connection with serving as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary absent willful misconduct or appropriate to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by this Agreement, gross negligence; (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation Purchaser and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds its Affiliates shall have no liability to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person Sellers for any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent omissions of the Sellers’ Representative and will survive Purchaser shall be entitled to rely upon any action, decision or direction taken, omitted to be taken or given by the deathSellers’ Representative without further action or inquiry; and (iii) any requirement (under this Agreement or any Ancillary Documents) that Purchaser make delivery to one or more Sellers shall be deemed satisfied by delivery to the Sellers’ Representative. Each of the CA Company Sellers agrees to reimburse the Sellers’ Representative for his, incapacity her or bankruptcy its pro rata portion of any costs or expenses incurred by Sellers’ Representative in connection with serving as the Sellers’ Representative, in each case based on such CA Company ShareholderSeller’s Proportionate Interest.

Sellers’ Representative. (a) Effective as of By the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted execution and appointed as the Sellers’ Representative. For purposes delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ as the term initial true and lawful agent and attorney-in-fact (the “Sellers’ Representative” will mean ”) of Sellers with full authority and power of substitution to act in the representativename, true place and lawful agent, proxy and attorney in fact stead of such Sellers with respect to the consummation of the Company Shareholders transactions contemplated hereunder and under the Escrow Agreement. Further, ▇▇▇▇▇▇▇’ Representative has full power and authority, on behalf of each Seller and his, her or its successors and assigns, to: (i) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by ▇▇▇▇▇▇▇ in connection herewith; (ii) execute and deliver and receive deliveries of all agreements, amendments, certificates, statements, notices, approvals, extensions, waivers, undertakings and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement and the Escrow Agreement; (iii) receive any amounts due or to be paid to Sellers hereunder or under the Escrow Agreement; (iv) allocate among Sellers and distribute and pay to Sellers any amount to be paid to Sellers or to be paid to Sellers’ Representative on behalf of Sellers hereunder and delivery of wire instructions to Purchaser in connection with the foregoing; (v) allocate among Sellers and distribute and pay to Sellers any amount to be paid to Sellers or to be paid to Sellers’ Representative on behalf of Sellers under the Escrow Agreement, including, solely for internal allocation purposes among Sellers, adjusting the amount of the Escrow Fund to be received by any Seller for any amounts deducted therefrom in connection with a breach or inaccuracy of any representation or warranty made severally (but not jointly) by such Seller, and delivery of wire instructions to the Escrow Agent in connection therewith; (vi) authorize delivery to any Purchaser Indemnified Party of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims brought by any Purchaser Indemnified Party for Losses hereunder; (vii) object to deliveries of the Escrow Fund or any portion thereof for Losses hereunder; (viii) act on behalf of Sellers in all purposes matters relating to ARTICLE VII of this Agreement, including agreeing to, negotiating, entering into settlements and compromises of, and assuming the defense of, indemnification claims and initiating claims and complying with Orders with respect to such indemnification claims, and to take all actions necessary or appropriate in the judgment of Sellers’ Representative for the accomplishment of the foregoing; (ix) deliver or cause to be delivered to Purchaser at the Closing certificates representing the Purchased Securities to be sold by such Seller hereunder; (x) take any and all actions that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the amendment of the Escrow Agreement in accordance with its terms; (xi) give and receive notices and communications; (xii) receive service of process in connection with any indemnification claims under this Agreement; and (xiii) take any and all other actions and do any and all other things necessary or appropriate in the judgment of the Sellers’ Representative on behalf of any or all Sellers in connection with this Agreement, the Escrow Agreement, and the Paying Agent transactions contemplated hereby and thereby. (b) Purchaser shall be entitled to deal exclusively with Sellers’ Representative on behalf of any Seller with respect to all matters relating to this Agreement and the Related Agreements and the transactions contemplated hereunder and thereunder. Purchaser, and any other Related AgreementPerson, with full power may conclusively and authority on such Person’s behalf. The absolutely rely, without inquiry and without further evidence of any kind whatsoever), upon any consent, approval or action of Sellers’ Representative will have such powers as the consent, approval or action, as the case may be, of each Seller individually and authority all Sellers as are necessary a group in all matters referred to herein, and each Seller confirms all that Sellers’ Representative shall do or appropriate cause to carry out the functions assigned be done by virtue of its appointment as Sellers’ Representative. (c) Each Seller hereby consents and agrees to it all actions or inactions taken or omitted to be taken by Sellers’ Representative under this Agreement and any Related Agreementhereby agrees to indemnify and hold harmless Sellers’ Representative from and against all damages, including to: (i) consummate the transactions contemplated by this AgreementLosses, (ii) pay such Person’s Liabilities, charges, penalties, costs and expenses (whether incurred on or after the date hereofincluding court costs and legal fees and expenses) incurred in connection any Proceeding between any such Person or Persons and Sellers (or any of them) or between any such Person or Persons and any third party or otherwise incurred or suffered as a result of or arising out of such actions or inactions of Sellers’ Representative (except for actions or inactions resulting from the willful malfeasance or gross negligence of Sellers’ Representative). Sellers’ Representative shall have the right to retain legal counsel and other advisors and to incur such fees as Sellers’ Representative deems reasonable and necessary in the exercise of its responsibilities hereunder and to seek payment or reimbursement from Sellers for such fees and expenses, including solely with respect to the negotiation internal relationship among Sellers’ Representative and performance of Sellers setting off such fees and expenses against amounts otherwise payable to Sellers under this Agreement, (iii) receive, give receipt Agreement and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement; for the avoidance of doubt, nothing in this Section 1.5 shall put Purchaser and its affiliates in a less favorable position than if this Agreement did not contain this Section 1.5. (d) Sellers’ Representative may resign upon 90 days prior written notice thereof (the “Resignation Notice”) to Purchaser and each Seller; provided that a successor Sellers’ Representative shall have been duly appointed pursuant to this Section 1.5(d) prior to the retiring Sellers’ Representative’s resignation. Upon receipt of the Resignation Notice, a majority of Sellers (based on their respective ownership of Purchased Securities prior to the Closing) shall appoint a successor Sellers’ Representative. If no successor Sellers’ Representative shall have been appointed by ▇▇▇▇▇▇▇, and shall have accepted such appointment, within 60 days after delivery of the Resignation Notice, then the Sellers’ Representative wishing to resign shall, on behalf of Sellers, appoint a successor Sellers’ Representative, which shall be any Seller. Upon the acceptance of its appointment as Sellers’ Representative hereunder by a successor Sellers’ Representative, such Person successor Sellers’ Representative shall succeed to and to holdback become vested, effective no earlier than 90 days after delivery of the Resignation Notice, with all the rights and duties of the retiring Sellers’ Representative, and the retiring Sellers’ Representative shall be discharged from disbursement any such funds to its duties and obligations hereunder. After the extent it reasonably determines may be necessary in accordance with retiring Sellers’ Representative’s resignation hereunder as Sellers’ Representative, the terms hereof, (iv) execute and deliver on behalf provisions of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and shall inure to its benefit as to any amendment actions taken or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions omitted to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the while it was Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity or bankruptcy of any such Company Shareholder.

Sellers’ Representative. (a) Effective as Each of the date hereof, Mercury Fund 2 Holdco LLC Other Stockholder Sellers hereby is constituted and appointed as irrevocably appoints the Sellers’ Representative. For purposes of this Agreement, the term Principal Seller (“Sellers’ Representative” will mean the ”) as such Other Stockholder Sellers’ representative, true attorney-in-fact and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power of substitution to act in the name, place and authority on stead of such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate Seller with respect to carry out the functions assigned to it under this Agreement and any Related Escrow Agreement, and to act on behalf of such Seller in any amendment of or litigation or arbitration involving this Agreement and any Escrow Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Sellers’ Representative shall deem necessary or appropriate in conjunction with any of the Contemplated Transactions, this Agreement and any Escrow Agreement, including to: the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement and any Escrow Agreement, ; (ii) pay such Person’s expenses (whether incurred on to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, consents, amendments and other documents required or after the date hereof) incurred permitted to be given in connection with the negotiation and performance consummation of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents transactions contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the that such Seller shall execute and deliver any such documents which Sellers’ Representative will agrees to execute); (iii) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with the sole and exclusive means of asserting or addressing any claims under this Agreement and any Escrow Agreement, including service of process in connection with arbitration; (iv) to take all actions which under this Agreement and any Escrow Agreement may be taken by such Seller and to do or refrain from doing any further act or deed on behalf of the such Seller Parties, which Sellers’ Representative deems necessary or appropriate in their sole discretion relating to the subject matter of this Agreement and no any Escrow Agreement as fully and completely as such Seller Party will have could do if personally present; and (v) to receive all amounts to be paid to Sellers’ Representative pursuant to any right Escrow Agreement and to act distribute each Seller’s share of such amounts received to each Seller as set forth on its own behalf Schedule 2.2(b). (b) Sellers’ Representative shall not incur any liability to the Sellers with respect to any action taken or suffered by it or omitted hereunder as Sellers’ Representative while acting in good faith and in the exercise of reasonable judgment. Sellers’ Representative may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by Sellers’ Representative based on such mattersadvice, and Sellers’ Representative shall not be liable to anyone. (c) A decision, act, consent or instruction of Sellers’ Representative shall constitute a decision, act, consent or instruction from all of the Sellers, and shall be final, binding and conclusive upon each of the Sellers. The Corporation and Buyer may rely upon any such decision, act, consent or instruction of Sellers’ Representative as being the decision, act, consent or instruction of every Seller. (d) Notwithstanding the above, Sellers’ Representative may not amend this Agreement or any Escrow Agreement to (i) create any personal liability of any Sellers hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of the Sellers beyond the Indemnity Cap or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of the Sellers relative to the other than any claim Sellers without the prior written consent of such affected Seller or dispute against group of the Sellers. (e) If the Principal Seller becomes unable or no longer desires to serve as Sellers’ Representative such other Person or Persons as may be designated by a majority-in-interest of the Sellers, shall succeed as Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity or bankruptcy of any such Company Shareholder.

Sellers’ Representative. (a) Effective as of the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and Sellers appoint ▇▇▇▇▇ ▇. ▇▇▇▇ (or any person appointed as the a successor Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, true ' Representative pursuant to Section 9.4(b)) as their representative and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it agent under this Agreement ("SELLERS' REPRESENTATIVE"). (b) Until all obligations under this Agreement have been discharged (including all indemnification obligations under this Article IX), ▇▇▇▇ Intl may, from time to time upon written notice to Sellers' Representative and any Related AgreementBuyer, including to: (i) consummate remove Sellers' Representative or appoint a new Sellers' Representative upon the transactions contemplated by this Agreementdeath, (ii) pay such Person’s expenses (whether incurred on incapacity, resignation or removal of Sellers' Representative. If, after the date hereofdeath, incapacity, resignation or removal of Sellers' Representative, a successor Sellers' Representative has not been appointed by Sellers within fifteen (15) incurred in connection with business days after a request by Buyer, Buyer will have the negotiation right to appoint a Sellers' Representative to fill any vacancy so created by written notice of such appointment to Sellers. (c) Sellers authorize Sellers' Representative to take any action and performance of to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf documents referred to in this Agreement, to waive any requirements of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow enter into one or more amendments or supplements to this Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions that Sellers' Representative determines in Sellers' Representative's sole and absolute discretion to be taken by necessary, appropriate or on behalf of such Person in connection herewithadvisable, (vii) negotiatewhich authority includes the authority to collect and pay funds and dispute, settle, compromise and make all claims. The authority of Sellers' Representative includes the right to hire or retain, at the sole expense of Sellers, such counsel, investment bankers, accountants, representatives and other professional advisors as Sellers' Representative determines in Sellers' Representative's sole and absolute discretion to be necessary, appropriate or advisable in order to perform this Agreement. Any party will have the right to rely upon any action taken by Sellers' Representative, and to act in accordance with such action without independent investigation. (d) Buyer will have no liability to any Seller or otherwise handle all arising out of the acts or omissions of Sellers' Representative or any disputes among Sellers or with Sellers' Representative. Buyer may rely entirely on its dealings with, and notices to and from, Sellers' Representative to satisfy any obligations it might have under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable agreement referred to them hereunder, irrevocably grant unto the in this Agreement or otherwise to Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity or bankruptcy of any such Company Shareholder.

Sellers’ Representative. (a) Effective as In order to administer efficiently the obligations and requirements of the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes of Sellers under this Agreement, the term “Sellers hereby designate Robert H. Edgar as their representative (the "Sellers Representativ▇"). (▇) The Sellers hereby authorize the Sellers Representative upon the receipt of written instructions of Requisite Sellers’ Representative” will mean : (i) to take all action necessary in connection with the representativedefense and/or settlement of any claims for which the Sellers may be required to indemnify Purchasing Parties pursuant to Section 9.2 hereof, true (ii) to give and lawful agent, proxy receive all notices required to be given and attorney in fact of the Company Shareholders for take all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary action required or appropriate permitted to carry out the functions assigned to it be taken under this Agreement and any Related Agreementrelated agreement contemplated hereby to which all the Sellers are parties, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt to take any and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments all additional action as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents is contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action Sellers by the Sellers’ Representative will be the sole and exclusive means terms of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and any related agreement. (xc) authorize Upon receiving notice of the release death or incapacity of funds to the Buyer Parties under this AgreementSellers Representative, the Escrow Agreement Sellers (who shall be deemed to include any successor in interest to any Seller) shall by a vote of the Requisite Sellers (based on their percentage interest in the Purchase Price if there were a Closing as set forth in Schedule A) appoint a successor to fill the vacancy. The Sellers may by a vote of the Requisite Sellers remove the Sellers Representative with or without cause and each other Related Agreement and to take all other actions or refrain from taking all other actions appoint a successor, provided that may be taken notice thereof is given by the Sellers’ new Sellers Representative under to each of the terms other parties hereto. The Sellers Representative may resign (other than by death or incompetency) if, and only if, he is simultaneously replaced with a substitute Sellers Representative. (d) By their execution of this Agreement, the Escrow AgreementSellers agree that: (i) Notwithstanding any other provision herein to the contrary, the Paying Agent Agreement Purchasing Parties shall be able to rely conclusively on the instructions and decisions of the Sellers Representative as to the settlement of any claims for indemnification by Purchasing Parties pursuant to Section 9.2 hereof or any other Related Agreement. The Company Shareholdersactions required to be taken by the Sellers Representative hereunder, and no party hereunder shall have any cause of action against Purchasing Parties for any action taken by approving Purchasing Parties in reliance upon the principal terms instructions or decisions of the Merger and/or accepting Sellers Representative; (ii) All actions, decisions and instructions of the consideration payable Sellers Representative, including the defense or settlement of any claims for which the Sellers may be required to them hereunderindemnify Purchasing Parties pursuant to Section 9.2 hereof, irrevocably grant unto shall be conclusive and binding upon all of the Sellers’ , and no Seller shall have any right to object, dissent, protest or otherwise contest the same or have any cause of action against the Sellers Representative full power for any action taken, decision made or instruction given by the Sellers Representative under this Agreement, except for willful misconduct (which shall include fraud), gross negligence or breach by the Sellers Representative of his obligations as such Sellers Representative; (iii) The provisions of this Section 1.8 are independent and authority to do severable, are irrevocable and perform each and every act and thing necessary shall be enforceable notwithstanding any rights or desirable to be done remedies that any Seller may have in connection with the transactions contemplated by this Agreement; (iv) Remedies available at law for any breach of the provisions of this Section 1.8 are inadequate; therefore, Purchasing Parties and the Sellers Representative shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either Purchasing Parties or the Sellers Representative brings an action to enforce the provisions of this Section 1.8; and (v) The provisions of this Section 1.8 shall be binding upon the executors, heirs, legal representatives, successors and assigns of each Seller, and any references in this Agreement to a Seller or the Sellers shall mean and include the successors to the Sellers' rights hereunder, whether pursuant to assignment, testamentary disposition, the laws of descent, and distribution or otherwise. (e) All fees and expenses incurred by the Sellers Representative in connection with this Agreement shall be paid by the Sellers in proportion to their respective percentage allocations for Common Stock specified in Schedule A as fully to all intents and purposes if there were a Closing. (f) In acting as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent representative of the Sellers’ , the Sellers Representative may rely upon, and will survive shall not be liable to any Seller (or such Seller's successor in interest) for acting or refraining from acting upon, an opinion of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order, arbitrator's award, appraisal, bond or other paper or document reasonably believed by him to be genuine and to have been signed or presented by the deathproper party or parties. The Sellers Representative shall incur no liability to any Seller (or such Seller successor in interest) with respect to any action taken or suffered by him in his capacity as Sellers Representative in reliance upon any note, incapacity direction, instruction, consent, statement or bankruptcy other documents believed by him to be genuinely and duly authorized, nor for other action or inaction except his own willful misconduct or gross negligence and the Shareholders' Representative shall be indemnified and held harmless by the Sellers of Common Stock from all losses, costs and expenses, including reasonable attorney's fees, which the Sellers Representative may incur as a result of involvement in any legal proceedings arising from the performance of his or her duties hereunder. The Sellers Representative may perform his duties as Sellers Representative either directly or by or through his agents or attorneys and the Sellers Representative shall not be responsible to the other Sellers for any misconduct or negligence on the part of any such Company Shareholderagent or attorney appointed with reasonable care by him hereunder.

Sellers’ Representative. (a) Effective as of Each Seller hereby irrevocably constitutes ----------------------- and appoints the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Seller's Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power of substitution, as such Person's attorney-in-fact with full irrevocable power and authority on such Person’s behalf. The Sellers’ Representative will have such powers in the place and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf stead of such Person and to holdback from disbursement any such funds to in the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf name of such Person any Letter or in the Seller's Representative's own name, from time to time in the Seller's Representative's reasonable discretion, for the purpose of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under carrying out the terms of this Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which the Escrow Seller's Representative may reasonably deem necessary to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, each such Person hereby gives the Paying Agent Seller's Representative the power and right, on behalf of each such Person, to do the following: (i) agree with the Buyer as to the allocation of the Purchase Price and Assumed Liabilities; (ii) agree with the Buyer as to the Closing Date; (iii) amend, change or modify the Agreement or any Transaction Document (to the extent such Person is a party thereto) before or after Closing; (iv) receive any notice to any such Person relating to this Agreement or any Transaction Document; (v) settle or otherwise deal with Buyer on any matter arising in connection with this Agreement or any Transaction Document. (a) Notwithstanding anything contained herein to the contrary, at Buyer's option, Buyer may (i) pay the Closing Date Cash Payment to the Seller's Representative, (ii) make the Buyer's Notes payable to the Seller's Representative and (iii) pay any other Related Agreementamount due by Buyer to Seller under this Agreement to the Seller's Representative (including, without limitation, Gross Crop Revenues and the Earn-Out Payment). The Company ShareholdersSeller's Representative shall be responsible for allocating and transferring any amounts so received from Buyer among the individual Sellers. Buyer's payment to the Seller's Representative of any such amount shall fully discharge Buyer's obligation to make any such payment to any Seller. (b) Each Seller hereby ratifies, to the extent permitted by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunderapplicable law, irrevocably grant unto the Sellers’ all that Seller's Representative full power and authority to do and perform each and every act and thing necessary lawfully does or desirable causes to be done in connection with the transactions contemplated by virtue of this AgreementSection 5.7. The power of attorney granted pursuant to this Section 5.7, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is being coupled with an interest, is therefor irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity or bankruptcy of any such Company Shareholderirrevocable.

Sellers’ Representative. (a) Effective as of the date hereofBy executing this Agreement each Seller and each Optionholder hereby appoints Trinity Private Equity Group, Mercury Fund 2 Holdco LLC (and Trinity Private Equity Group, LLC hereby is constituted and appointed consents to such appointment) as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in attorney-in-fact of the Company Shareholders for each Seller and each Optionholder for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreementthe Additional Agreements, with including the full power and authority on each such PersonSeller’s behalf. The Sellers’ Representative will have such powers and authority as are necessary Optionholder’s behalf to (i) to give and receive notices and communications to or appropriate to carry out by the functions assigned to it Purchaser for any purpose under this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by this AgreementAdditional Agreements, (ii) pay such Person’s expenses to agree to, negotiate, enter into settlements and compromises of and demand mediation and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (whether incurred on including Third-Party Claims) under Article XII, the Post-Closing Adjustment, or after other disputes arising under or related to this Agreement or the date hereof) incurred in connection with the negotiation and performance of this AgreementAdditional Agreements, (iii) receive, give receipt to enter into and disburse any funds received hereunder or under deliver the Paying Agent Escrow Share Agreement or under the and Cash Escrow Agreement on behalf of such Person each of the Sellers and Optionholders and to holdback from disbursement disburse any such funds or shares of Purchaser Common Stock received hereunder or pursuant to the extent it reasonably determines may be necessary Escrow Share Agreement or the Cash Escrow Agreement, as applicable, (iv) to authorize or object to delivery to the Purchaser of the Share Escrow Fund, Cash Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by the Purchaser in accordance with the terms hereofprovisions of the Escrow Share Agreement or the Cash Escrow Agreement, as applicable, (ivv) to act on behalf of Sellers and Optionholders in accordance with the provisions of the Agreement and the Additional Agreements, the securities described herein and any other document or instrument executed in connection with the Agreement and the Transactions, (vi) to endorse and deliver any certificates or instruments of assignment as Purchaser shall reasonably request; (vii) to execute and deliver on behalf of each such Person Seller and Optionholder any Letter of Transmittal amendment, waiver, ancillary agreement and such further instruments as Buyer reasonably requests, (v) execute and deliver documents on behalf of such Person all documents contemplated by this Agreement and any amendment Seller or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by Optionholder that the Sellers’ Representative will be deems necessary or appropriate; and (viii) to take all actions necessary or appropriate in the sole and exclusive means judgment of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give Representative for the accomplishment of the foregoing and receive notices on behalf of such Person, (ix) to do each and every act and exercise any and all rights such Person is, or which the Company Shareholders Sellers and/or Optionholders collectively are, are permitted or required to do or exercise under this Agreement and (x) authorize Agreement. Purchaser is expressly authorized to rely on the release genuineness of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the signature of Sellers’ Representative under and, upon receipt of any writing which reasonably appears to have been signed by Sellers’ Representative, Purchaser may act in good faith upon the terms same without any further duty of this Agreement, inquiry as to the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms genuineness of the Merger and/or accepting writing. (b) Such agency may be changed by the consideration payable Sellers and Optionholders from time to them hereundertime upon no less than twenty (20) days prior written notice to the Purchaser, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf may not be removed unless holders of at least 51% of all of the Company ShareholdersTransferred Equity Interests on an as-if converted basis outstanding immediately prior to the Transactions agrees to such removal. Each Any vacancy in the position of Sellers’ Representative may be filled by approval of the Company Shareholders agrees that such agency is coupled with holders of at least 51% of all of the Transferred Equity Interests on an interest, is therefor irrevocable without as-if converted basis outstanding immediately prior to the consent Transactions. Any removal or change of the Sellers’ Representative shall not be effective until written notice is delivered to Purchaser. No bond shall be required of the Sellers’ Representative, and will survive the deathSellers’ Representative shall not receive any compensation for his services. Notices or communications to or from the Sellers’ Representative shall constitute notice to or from the Sellers and Optionholders. (c) A decision, incapacity act, consent or bankruptcy instruction of the Sellers’ Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Sellers and Optionholders of the Acquired Companies and shall be final, binding and conclusive upon each of the Sellers and Optionholders. In connection with this Agreement, the Escrow Share Agreement, the Cash Escrow Agreement and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder (i) the Sellers’ Representative shall incur no responsibility whatsoever to any Sellers by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with the Escrow Share Agreement, the Cash Escrow Agreement, or any such Company Shareholderother agreement, instrument or document, excepting only responsibility for any act or failure to act which represents willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Sellers or Optionholders. Each Seller (but not any Optionholder) shall severally (in accordance with their ownership percentages in the Acquired Companies as set forth on Schedule 13.14(c)), and not jointly, indemnify the Sellers’ Representative, against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claims whatsoever) (“Sellers’ Representative Losses”), arising out of or in connection with any actions taken or omitted to be taken by the Sellers’ Representative pursuant to the terms of this Agreement, the Escrow Share Agreement, or the Cash Escrow Agreement (including any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof, relating to the acts or omissions of the Sellers’ Representative hereunder, or under the Escrow Share Agreement, the Cash Escrow Agreement or otherwise), in each case as such Sellers’ Representative Loss is incurred or suffered. If not paid directly to the Sellers’ Representative by the Sellers, any such Sellers’ Representative Loss may be recovered by the Sellers’ Representative from the Share Escrow Fund or Cash Escrow Fund otherwise distributable to the Sellers pursuant to the terms hereof and the Escrow Share Agreement and the Cash Escrow Agreement at the time of distribution in accordance with written instructions delivered by the Sellers’ Representative to the Escrow Share Agent or Cash Escrow Agent, as applicable; provided that while this section allows the Sellers’ Representative to be paid from the Share Escrow Fund and the Cash Escrow Fund, this does not relieve the Sellers from their obligation to promptly pay such Sellers’ Representative Losses as they are suffered or incurred, nor does it prevent the Sellers’ Representative from seeking any remedies available to it at law or otherwise.

Sellers’ Representative. (a) Effective The Sellers, by virtue of their execution of this Agreement, hereby irrevocably appoint RPalmer, as of the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the their Sellers’ Representative. For ' Representative for purposes of this Agreement, the term “Note Escrow Agreement and the Indemnification Notes, and consent to the taking by the Sellers’ Representative” will mean ' Representative of any and all actions and the representativemaking of any decisions required or permitted to be taken by them under this Agreement, true and lawful agent, proxy and attorney in fact the Note Escrow Agreement or the Indemnification Notes (including the exercise of the Company Shareholders power (i) to authorize set off by Buyer of the principal amount of the Indemnification Notes in satisfaction of claims by Buyer, (ii) 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, (iii) to resolve any claim made pursuant to this Agreement, and (iv) take all actions necessary in the judgment of the Sellers' Representative for all the accomplishment of the foregoing), provided that the Sellers' Representative shall (A) provide periodic notice to the Sellers regarding the status of the Indemnification Notes and (B) use reasonable efforts to inform the Sellers regarding any claims resulting in the reduction of the principal amount of the Indemnification Notes, or any set off by Buyer against the principal of the Indemnification Notes, in excess of $100,000. By its execution below, the Sellers' Representative hereby accepts its appointment as the Sellers' Representative for purposes of this Agreement, the Note Escrow Agreement and the Indemnification Notes. Buyer shall be entitled to deal exclusively with the Sellers' Representative on all matters relating to Section 1.3, 1.5(a), 1.6, 5.1(e), 5.5 and 5.11, Article VIII, the Note Escrow Agreement and the Indemnification Notes. (b) The Sellers' Representative shall be authorized to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement, the Paying Agent Note Escrow Agreement or the Indemnification Notes (an "Instrument") which the Sellers' Representative determines in his discretion to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Sellers, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. Any party receiving an Instrument from the Sellers' Representative shall have the right to rely in good faith upon such certification, and to act in accordance with the Instrument without independent investigation. (c) If the Sellers' Representative shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Sellers, then the Sellers shall, within ten (10) days after such death or disability, appoint a successor representative by a vote of the beneficial holders of a majority of the principal amount of the Indemnification Notes. Any such successor shall become a "Sellers' Representative" for purposes of this Agreement, the Note Escrow Agreement and any other Related Agreement, with full power and authority on such Person’s behalfthe Indemnification Notes. The Sellers’ ' Representative will have such powers may be replaced prior to the Closing Date by a vote of the holders of a majority of the outstanding Purchased Interests or after the Closing Date by the beneficial holders of a majority of the principal amount of the Indemnification Notes. (d) The Sellers hereby forever release and authority discharge the Sellers' Representative, legal counsel and accountants for the Sellers' Representative (collectively, the "Released Party") of and from any and all claims and demands of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, for damages actual and consequential, past, present and future, arising out of or in any way connected with the actions of the Released Party so long as are necessary the Released Party is acting within his, her or appropriate to carry out its capacity and the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate mandate of the transactions role of Sellers' Representative as contemplated by this Agreement, the Note Escrow Agreement and the Indemnification Notes. (iie) pay To the extent permitted by law, each of the Sellers, pro rata in accordance with such Person’s expenses Seller's Indemnity Percentage, will indemnify and hold harmless the Released Party against any losses, claims, expense, cause of action, damages or liabilities (whether incurred on or after severally, but not jointly) to which the date hereof) incurred Released Party may become subject in connection with fulfilling the negotiation and performance role of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments Sellers' Representative as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents the Note Escrow Agreement and purposes as the Company Shareholders might or could doIndemnification Notes; provided, however, that the Sellers’ Representative will have no obligation to act on behalf and each of the Company Shareholders. Each of the Company Shareholders agrees that Sellers will reimburse any person intended to be indemnified pursuant to this section for any legal or other expenses as reasonably incurred by such agency is coupled person in connection with an interest, is therefor irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity investigating or bankruptcy of defending any such Company Shareholderloss, claim, damage, liability or action.

Sellers’ Representative. (a) Effective as Sellers have agreed that it is desirable to designate a representative to act on behalf of the date hereofSellers for certain limited purposes, Mercury Fund 2 Holdco LLC as specified herein. Each Seller hereby is constituted and appointed as appoints the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, Representative to act as such Seller’s true and lawful agent, proxy and attorney in attorney-in-fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power of substitution to (i) determine the Final Purchase Price and authority on such Person’s behalf. The to pay Sellers’ Representative will have such powers expenses in connection with the determination of the Final Purchase Price, (ii) execute and authority as are necessary deliver the Escrow Agreement on behalf of Sellers and take all actions contemplated by the Escrow Agreement on behalf of Sellers, (iii) execute all documents and take all other actions that may be necessary, convenient or appropriate to carry out facilitate the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate consummation of the transactions contemplated by this Agreement, (iiiv) pay such Person’s expenses (whether incurred on make all determinations, elections, Consents, notices, agreements and other actions permitted or after the date hereof) incurred in connection with the negotiation required under or pursuant to this Agreement and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requestsAgreement, (v) execute and deliver on behalf of such Person all documents contemplated by administer this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Escrow Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by amend or on behalf waive any term of such Person in connection herewiththis Agreement and the Escrow Agreement, (vii) negotiate, settle, compromise and or otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than resolve any claim or dispute against under or with respect to this Agreement and the Sellers’ Representative)Escrow Agreement, including any claim for indemnification asserted pursuant to Article VIII, and (viii) give otherwise exercise all rights of the Sellers and receive notices otherwise act on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise Sellers under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement and the Escrow Agreement, in each case as fully if the applicable Seller had personally done such act. (b) All determinations, elections, Consents, notices, agreements and other actions permitted or required to all intents and purposes as be made by the Company Shareholders might Sellers under this Agreement, the Escrow Agreement or could do; provided, however, that the transactions contemplated hereby or thereby shall be made exclusively by the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each Sellers. (c) Buyer and the Escrow Agent shall be entitled to rely upon any document or other paper delivered by the Sellers’ Representative as (i) genuine and correct, and (ii) having been duly signed or sent by the Sellers’ Representative, and neither the Buyer nor Escrow Agent shall be liable to any Seller for any action taken or omitted to be taken by Buyer or the Escrow Agent in such reliance. (d) The Sellers shall, severally and not jointly, based on their pro rata shares in the right to receive the Purchase Price (as specified on Schedule 2.3(b)), indemnify, defend and hold harmless the Sellers’ Representative from and against any and all losses, claims, damages, liabilities, fees, costs, expenses (including reasonable fees, disbursements and costs of counsel and other professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement, and taxes paid by the Company Shareholders agrees that such agency is coupled with an interestSellers’ Representative on amounts earned on the Escrow Fund incurred without fraud, is therefor irrevocable without gross negligence or willful misconduct on the consent part of the Sellers’ Representative and will arising out of or in connection with the acceptance or administration of the Sellers’ Representative’s duties hereunder and under the Escrow Agreement. (e) The Sellers’ Representative may resign at any time, and the Sellers’ Representative may be removed by the unanimous vote of Sellers. In the event that the Sellers’ Representative has resigned or been removed, a new Sellers’ Representative shall be appointed by the vote of Sellers, such appointment to become effective upon the written acceptance thereof by the new Sellers’ Representative; provided that no resignation or removal of the Sellers’ Representative shall be effective until such time as the new Sellers’ Representative has been effectively appointed and notice of such appointment has been delivered to Buyer. The Sellers’ Representative shall at all times be entitled to rely on any directions received from the Sellers. The Sellers’ Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem reasonably necessary in connection with exercising its powers and performing its functions hereunder and (in the absence of bad faith on the part of the Sellers’ Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. (f) Buyer and its Affiliates and Representatives shall be entitled to deal exclusively with the Sellers’ Representative with respect to all matters with respect to the Sellers (in their capacities as such) arising under or related to this Agreement or the Escrow Agreement or any of the transactions contemplated hereby. Buyer and its Affiliates and Representatives shall be entitled to rely upon, and shall be fully protected in relying upon, any act or omission of, or any other exercise of power or authority by, the Sellers’ Representative without independent investigation. Neither Buyer nor any of its Affiliates or its Representatives shall have any liability to any Seller or any other constituencies for any act or omission of the Sellers’ Representative. (g) Sellers’ Representative shall be entitled to: (i) rely upon any signature believed by the Sellers’ Representative to be genuine, and (ii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Seller. Except for fraud or willful misconduct on his part, the Sellers’ Representative shall have no liability to any Seller under this Agreement or the Escrow Agreement for any action or omission by the Sellers’ Representative on behalf of such Seller. The powers, immunities and rights to indemnification granted to the Sellers’ Representative hereunder: (A) are coupled with an interest and shall be irrevocable and survive the death, incapacity incompetence, bankruptcy or bankruptcy liquidation of any Seller and shall be binding on any successor thereto, and (B) shall survive the delivery of an assignment by any such Company Shareholderholder of the whole or any fraction of his, her or its interest in the Escrow Fund.

Sellers’ Representative. (a) Effective as of the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes of By approving this Agreement, the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreementthe transactions contemplated hereby, with full power each Seller Party hereby irrevocably authorizes and authority on such Person’s behalf. The appoints Sellers’ Representative will have as such powers Seller Party’s representative and authority as are necessary or appropriate attorney-in-fact to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement act on behalf of such Person Seller Party with respect to this Agreement and to holdback from disbursement take any such funds and all actions and make any decisions required or permitted to be taken by Sellers’ Representative pursuant to this Agreement or the extent it reasonably determines may be necessary Ancillary Documents, including, but not limited to, the exercise of the power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters described in accordance Section 2.04; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with the terms hereof, orders of courts with respect to claims for indemnification made by Parent pursuant to Article VIII; (iv) execute and deliver on behalf of such Person litigate, arbitrate, resolve, settle or compromise any Letter of Transmittal and such further instruments as Buyer reasonably requests, claim for indemnification pursuant to Article VIII; (v) execute and deliver on behalf of such Person all documents necessary or desirable to carry out the intent of this Agreement and any Ancillary Document; (vi) make all elections or decisions contemplated by this Agreement and any amendment Ancillary Document; (vii) engage, employ or waiver hereto appoint any agents or thereto representatives (including attorneys, accountants and consultants) to assist Sellers’ Representative in complying with its duties and obligations; (viii) pursuant to Section 10.09, waive conditions, covenants and representations and warranties under this Agreement; and (ix) take all actions necessary or appropriate in the good faith judgment of Sellers’ Representative for the accomplishment of the foregoing. (b) Buyer and Parent shall be entitled to deal exclusively with Sellers’ Representative on all matters relating to this Agreement (including Article VIII) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller Party by Sellers’ Representative, and on any other action taken or purported to be taken on behalf of any Seller Party by Sellers’ Representative, as being fully binding upon such Seller Party. Notices or communications to or from Sellers’ Representative shall constitute notice to or from each of the Seller Parties. Any decision or action by Sellers’ Representative hereunder, including any agreement between Sellers’ Representative and Buyer or Parent relating to the Paying Agent Agreementdefense, Escrow Agreement payment or settlement of any other Related Agreement (which will be binding on claims for indemnification hereunder, shall constitute a decision or action of all Seller Parties except as expressly set forth herein and shall be final, binding and conclusive upon each such Seller Party. No Seller Party shall have the right to object to, dissent from, protest or therein), (vi) take all other actions to be taken by or on behalf otherwise contest the same. The provisions of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this AgreementSection 1.02, including entering into agreements to effect the foregoing power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one Seller Party or by operation of Law. (which will be binding on all Seller Partiesc) (it being understood action by the Sellers’ Representative will may resign at any time, and may be removed for any reason or no reason by the sole and exclusive means vote or written consent of asserting or addressing any claims on behalf a majority in interest of the Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the in no event shall Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable resign or be removed without the consent of the Sellers having first appointed a new Sellers’ Representative and will survive who shall assume such duties immediately upon the resignation or removal of Sellers’ Representative. In the event of the death, incapacity incapacity, resignation or bankruptcy removal of Sellers’ Representative, a new Sellers’ Representative shall be appointed by the vote or written consent of a majority of the Seller Parties. Notice of such vote or a copy of the written consent appointing such new Sellers’ Representative shall be sent to Buyer and Parent, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received; provided, that until such notice is received, Buyer and Parent shall be entitled to rely on the decisions and actions of the prior Sellers’ Representative. (d) Sellers’ Representative shall not be liable to the Seller Parties for actions taken pursuant to this Agreement or any Ancillary Document, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Sellers’ Representative shall be conclusive evidence of good faith). The Seller Parties shall severally and not jointly, indemnify and hold harmless Sellers’ Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Sellers’ Representative under this Agreement, in each case as such losses are suffered or incurred; provided, that in the event it is finally adjudicated that any such Company Shareholderloss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Sellers’ Representative, Sellers’ Representative shall reimburse Seller Parties the amount of such indemnified losses attributable to such gross negligence, fraud, intentional misconduct or bad faith.

Sellers’ Representative. The Selling Parties hereby appoint VAM (athe “Sellers’ Representative”) Effective as attorney-in-fact, authorizing it to act on their behalf to supervise the Closing, to execute and deliver any instruments of transfer or other documents required of Selling Parties and receive documents required of Buyer at the date hereofClosing, Mercury Fund 2 Holdco LLC to give and receive notices for the Selling Parties pursuant to Section 8.2 above, to receive and distribute the Purchase Price payable hereunder, to take any other action required or permitted by this Agreement (other than with respect to actions required or permitted under Section 2.6, except as provided therein), and to administer all other matters related to this Agreement, as contemplated by this Agreement. The Selling Parties hereby is constituted and appointed confirm all actions that the Sellers’ Representative shall do or cause to be done by virtue of its appointment as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact Representative of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalfSelling Parties. The Sellers’ Representative will have shall act for the Selling Parties on all of the matters set forth in this Agreement in the manner the Sellers’ Representative believes to be in the best interest of the Selling Parties and consistent with the obligations under this Agreement, but the Sellers’ Representative shall not be responsible to the Selling Parties for any Losses the Selling Parties may suffer by the performance of its duties under this Agreement, other than Losses arising from the willful misconduct or gross negligence in the performance of its duties under this Agreement. The Selling Parties agree jointly and severally to indemnify, defend and hold harmless the Sellers’ Representative and its officers, directors, members, employees and representatives from and against any and all Losses that may be incurred by any of them arising out of or in connection with its appointment as Sellers’ Representative under this Agreement (except such powers and authority as are necessary may result from the Sellers’ Representative’s willful misconduct or appropriate to carry out gross negligence in the functions assigned to it performance of its duties under this Agreement), including the legal costs of defending itself against any claim or Liability in connection with its performance under this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise documents and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action executed and delivered by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf in connection with respect to any such matters, other than any claim or dispute against the this Agreement. The Sellers’ Representative), (viii) give each Selling Party and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, expressly acknowledge that the Sellers’ Representative will shall have no obligation authority or responsibility to act on behalf of the Company Shareholders. Each any Selling Party in connection with any claim, action or proceeding initiated against such Selling Party pursuant to a breach by such Selling Party of the Company Shareholders agrees that such agency is coupled with an interestSelling Party’s individual representations, is therefor irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity warranties or bankruptcy of any such Company Shareholdercovenants hereunder.

Sellers’ Representative. (a) Effective Foreign Sub Seller is hereby constituted to act as the agent, proxy, attorney-in-fact and representative for each of the date hereofSellers and their successors and assigns for all purposes under this Agreement, Mercury Fund 2 Holdco LLC hereby is constituted the Seller Parent Guaranty and appointed the Ancillary Agreements (the “Sellers’ Representative”), and the Sellers’ Representative, by its signature below, agrees to serve in such capacity. (b) Effective immediately prior to the Closing, in its capacity as Sellers’ Representative, the Sellers’ Representative shall have the power and authority to take such actions on behalf of each of the Sellers as the Sellers’ Representative. For purposes , in its sole judgment, may deem to be in the best interests of such Persons or otherwise appropriate on all matters related to or arising from this Agreement, the term “Sellers’ Representative” will mean Seller Parent Guaranty and the representativeAncillary Agreements. Such powers shall include: (i) executing and delivering any and all supplements, true and lawful agentamendments, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary waivers or appropriate modifications to carry out the functions assigned to it under this Agreement and any Related Agreementall certificates, including to: (i) consummate the transactions consents and other documents contemplated by this Agreement, the Seller Parent Guaranty and the Ancillary Agreements as may be necessary or appropriate to effect the Sale and the other transactions contemplated hereby and thereby; (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation giving and performance of receiving notices and other communications relating to this Agreement, the Seller Parent Guaranty and the Ancillary Agreements and the transactions contemplated hereby and thereby; (iii) receivetaking or refraining from taking any actions (whether by negotiation, give receipt settlement, litigation or otherwise) to resolve or settle all matters and disburse any funds received hereunder disputes arising out of or under related to this Agreement, the Paying Agent Agreement Seller Parent Guaranty and the Ancillary Agreements and the performance or under enforcement of the Escrow Agreement on behalf of such Person obligations, duties and rights pursuant to holdback from disbursement any such funds to this Agreement, the extent it reasonably determines may be necessary in accordance with Seller Parent Guaranty and the terms hereof, Ancillary Agreements; (iv) execute engaging attorneys, accountants, financial and deliver on behalf other advisors, paying agents and other persons necessary or appropriate, in the sole discretion of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be in the sole and exclusive means performance of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties duties under this Agreement, the Escrow Agreement Seller Parent Guaranty and each other Related Agreement and to take all other actions or refrain from the Ancillary Agreements; and (v) taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done appropriate in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent judgment of the Sellers’ Representative and will survive for the death, incapacity or bankruptcy accomplishment of any such Company Shareholderthe foregoing.

Sellers’ Representative. (a) Effective as Sellers appoint ▇▇▇▇▇▇, and in the case of the date hereofdeath, Mercury Fund 2 Holdco LLC hereby is constituted and incapacity or resignation of ▇▇▇▇▇▇, appoint ▇▇▇▇ ▇. ▇▇▇▇▇▇ (or any Person appointed as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The a successor Sellers’ Representative will have such powers pursuant to Section 1.7(b)) as their representative and authority as are necessary or appropriate to carry out the functions assigned to it agent under this Agreement and the Escrow Agreement. (b) Until all obligations under this Agreement have been discharged (including all indemnification obligations under Article IX), Sellers who, immediately prior to the Closing, are entitled to receive more than 50% of the Purchase Price, may, from time to time upon written notice to Sellers’ Representative and Buyer, remove Sellers’ Representative or appoint a new Sellers’ Representative upon the death, incapacity, resignation or removal of Sellers’ Representative. (c) Sellers authorize Sellers’ Representative to take any Related Agreementaction and to make and deliver any certificate, including to: (i) consummate notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the transactions contemplated by documents referred to in this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance to waive any requirements of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under to enter into one or more amendments or supplements to this Agreement that Sellers’ Representative determines in Sellers’ Representative’s sole and absolute discretion to be necessary, appropriate or advisable, which authority includes the execution and delivery of the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement Sellers and any amendment amendments or waiver hereto or supplements thereto or and the performance of all obligations thereunder, including authority to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiatecollect and pay funds and dispute, settle, compromise and otherwise handle make all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the claims. The authority of Sellers’ Representative will be includes the right to hire or retain, at the sole expense of Sellers, such counsel, investment bankers, accountants, representatives and exclusive means of asserting other professional advisors as Sellers’ Representative determines in Sellers’ Representative sole and absolute discretion to be necessary, appropriate or addressing any claims on behalf of Seller Parties, advisable in order to perform this Agreement and no Seller Party the Escrow Agreement. Any party will have any the right to act on its own behalf with respect to rely upon any such matters, other than any claim or dispute against the action taken by Sellers’ Representative), and to act in accordance with such action without independent investigation. (viiid) give Buyer will have no liability to any Seller arising out of the acts or omissions of Sellers’ Representative or any disputes among Sellers or with Sellers’ Representative. Buyer may rely entirely on its dealings with, and receive notices on behalf of such Personto and from, (ix) do each and every act and exercise Sellers’ Representative to satisfy any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties obligations it might have under this Agreement, the Escrow Agreement and each or any other Related agreement referred to in this Agreement and or otherwise to take all other actions or refrain from taking all other actions that may be taken by Sellers. (e) Any expenses of the Sellers’ Representative under related to any obligations or the terms performance of this Agreement, any actions or rights hereunder shall be born by the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger Sellers and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary shall not be deducted from or desirable to be done in connection with paid out of the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could doEscrow Funds; provided, however, in the event funds remain in the Indemnification Escrow Fund after the conclusion of the 18 month escrow that are to be distributed out of the Escrow Funds to the Sellers, the Sellers’ Representative will have no obligation shall be entitled to act on behalf be reimbursed for any such expenses prior to the distribution of any funds to the Company Shareholders. Each of Sellers from the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without Escrow Funds to the consent of the Sellers. (f) Sellers’ Representative accepts the appointment made by this Section 1.7 and will survive agrees to abide by the death, incapacity or bankruptcy provisions of any such Company Shareholderthis Section 1.7.

Sellers’ Representative. Each Selling Shareholder (aother than the Carlyle Funds) Effective hereby appoints ▇▇▇▇▇ ▇▇▇▇ ▇▇ (the "Sellers' Representative") as such Selling Shareholders' attorney-in-fact and representative, (i) to do any and all things and to execute any and all documents or other papers, in each such Selling Shareholder's name, place and stead, in any way in which each such Selling Shareholder could do if personally present, in connection with this Agreement and the applicable Ancillary Documents and the transactions contemplated hereby and thereby, (ii) to amend, cancel or extend, or waive the terms of, this Agreement and any of the date hereofAncillary Documents in a manner that would not disproportionately affect such Selling Shareholder as compared to the other Selling Shareholders, Mercury Fund 2 Holdco LLC (iii) to act on behalf of such Selling Shareholder with respect to any claims (including the settlement thereof) made by Buyer or such Selling Shareholders for indemnification pursuant to Article X or any dispute arising under Section 2.5 in a manner that would not disproportionately affect such Selling Shareholder as compared to the other Selling Shareholders. The power of attorney granted hereby is constituted and appointed coupled with an interest. In the event that the Sellers' Representative becomes unable or unwilling to continue in his or her capacity as the Sellers’ Representative. For purposes of ' Representative under this Agreement, the term “Selling Shareholders (other than the Carlyle Funds) shall promptly appoint a successor Sellers’ Representative” will mean ' Representative by written notice to Buyer, and the representative, true and lawful agent, proxy and attorney in fact appointment of such successor Sellers' Representative shall become effective only upon Buyer's receipt of such written notice. Each Selling Shareholder (other than the Company Carlyle Funds) hereby agrees that any successor Sellers' Representative so selected by such Selling Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on shall be entitled to act as such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and Selling Shareholders. All references herein to holdback from disbursement the Sellers' Representative shall include any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments successor Sellers' Representative. Except as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as otherwise expressly set forth herein herein, the Selling 16 <PAGE> Shareholders (other than the Carlyle Funds) hereby consent to the taking by the Sellers' Representative of any and all actions and the making of any decisions required or therein), (vi) take all other actions permitted to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes Selling Shareholders under this Agreement, including entering into agreements to effect the foregoing . The Selling Shareholders (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viiiCarlyle Funds) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and shall be bound by all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ ' Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement in his or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto her capacity as the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity or bankruptcy of any such Company Shareholder' Representative.

Sellers’ Representative. (a) Effective as of the date hereof, Mercury Fund 2 Holdco LLC hereby is Each Selling Equityholder has irrevocably constituted and appointed as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, Representative as its true and lawful agent, proxy agent and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreementattorney-in-fact, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate of substitution to carry out perform the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance duties of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this AgreementAgreement and to act in such Selling Equityholder’s name, place, and stead with respect to all transactions contemplated by and all terms and provisions of this Agreement and the Escrow AgreementRelated Documents, the Paying Agent including without limitation: to act on such Selling Equityholder’s behalf in any Proceeding involving this Agreement or any other Related Agreement. The Company ShareholdersDocument, by approving the principal terms to give and receive notices and communications on behalf of the Merger and/or accepting the consideration payable Selling Equityholders where applicable, and to them hereunderdo or refrain from doing all such further acts and things, irrevocably grant unto and to execute all such documents as the Sellers’ Representative full power and authority to do and perform each and every act and thing shall deem necessary or desirable to be done appropriate in connection with the transactions contemplated by Contemplated Transactions and to the extent it is authorized to do so hereunder, including the power to (i) to incur reasonable expenses in the fulfillment of its duties hereunder, (ii) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with courts orders and awards of arbitrators with respect to claims for indemnification pursuant to this AgreementAgreement or any Related Document, as fully to (iii) execute and deliver all intents amendments, waivers, any Related Document, stock powers, certificates, and purposes as the Company Shareholders might or could do; provided, however, documents that the Sellers’ Representative will have no obligation deems reasonably necessary or appropriate in connection with the consummation of the Contemplated Transactions, (iv) pay the reasonable out of pocket fees and expenses of professionals and the Escrow Agent incurred in connection with the Contemplated Transactions, (v) seek contribution from any Selling Equityholder for contribution to the fees and expenses of the Sellers’s Representative and to any indemnification payments made by the Sellers’ Representative or any other Selling Equityholder pursuant to this Agreement or the Escrow Agreement; (vi) bring, defend, handle, settle, and otherwise deal with in every way any indemnification dispute under ARTICLE VI, and (vii) receive service of process in connection with any claims under this Agreement, where applicable. (b) The Sellers’ Representative’s power and duties may be exercised, discharged or performed by any person or representative authorized by the Sellers’ Representative to act on behalf of the Company Shareholdersits behalf. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent The appointment of the Sellers’ Representative shall be deemed coupled with an interest and will survive shall be irrevocable, and Purchaser and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the deathSellers’ Representative in all matters referred to herein. The Selling Equityholders hereby confirm all that the Sellers’ Representative shall do or cause to be done by virtue of its appointment as the Sellers’ Representative in accordance with the provisions hereof. The Sellers’ Representative shall act for all Selling Equityholders on all of the matters set forth in this Agreement in the manner the Sellers’ Representative, incapacity in its discretion, believes to be in the best interest of the Selling Equityholders and consistent with the Sellers’ Representative’s obligations under this Agreement. (c) The Sellers’ Representative shall not be responsible or bankruptcy liable to any Selling Equityholder for, and each Selling Equityholder hereby irrevocably releases the Sellers’ Representative (in its capacity as such) and its respective officers, directors, shareholders, agents, employees, and/or anyone on its behalf, from, any liability, losses, or damages any Selling Equityholder may incur or suffer as a result of any act, failure, or omission whatsoever of the Sellers’ Representative in performing his duties under this Agreement absent the Sellers’ Representative’s fraud or willful misconduct. (d) The Selling Equityholders shall, upon the Sellers’ Representative’s first demand fully indemnify and hold the Sellers’ Representative, in its capacity as such, harmless, on a joint and several basis from and against any losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs, or expenses, other than any such Company Shareholderlosses or damages arising from fraudulent acts or the willful misconduct of the Sellers’ Representative, incurred in the performance of its powers or duties as the Sellers’ Representative under this Agreement (or any failure to perform any such power or duty), including reasonable out-of-pocket legal fees and other costs and expenses of defending against any claim arising out of such duties. (e) The Sellers’ Representative may, in all questions arising hereunder, rely on the advice of counsel and other professionals, and for anything done, omitted, or suffered in good faith by the Sellers’ Representative based on such advice, the Sellers’ Representative shall not be liable to anyone. Notwithstanding anything to the contrary contained in this Agreement, the Sellers’ Representative, in its capacity as such, shall have no duties or responsibilities or rights except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations, or liabilities on behalf of any Selling Equityholder shall otherwise exist against the Sellers’ Representative. (f) The Sellers’ Representative may resign from its position as Sellers’ Representative h▇▇▇▇▇▇▇▇ at any time, by delivery of at least 30 days’ prior written notice to the Selling Equityholders and Purchaser. The Selling Equityholders representing in interest at least a majority of the aggregate Pro Rata Portion attributable to all Selling Equityholders shall have the authority, and, if the Sellers’ Representative shall resign, be dissolved, or otherwise be legally incapacitated or unwilling to fulfill its responsibilities as Sellers’ Representative hereunder, the duty, to replace the Sellers’ Representative upon prompt written notice to Purchaser and subject to Purchaser’s approval of such successor Sellers’ Representative. Any such successor shall become the “Sellers’ Representative” for purposes of this Agreement. (g) All reasonable out-of-pocket expenses incurred by the Sellers’ Representative in connection with the performance of its duties as Sellers’ Representative shall be borne and paid exclusively by the Selling Equityholders. Such expenses borne by the Sellers’ Representative in connection with the performance of its duties as Sellers’ Representative and which were not covered in advance shall be reimbursed by the Selling Equityholders as provided above or, at the election of the Sellers’ Representative, from releases of the Escrow Amount or the Representative Fund. (h) Notwithstanding anything to the contrary in this Agreement, on the Closing, from the amount of the Selling Equityholders Cash Amount payable by Purchaser to the Selling Equityholders, the amount of the Representative Fund (allocated between all Selling Equityholders in accordance with their respective Pro Rata Portions) shall be withheld and deposited in escrow to be held by the Escrow Agent pursuant to the terms of this Agreement and the Escrow Agreement, such amount being intended for use by the Sellers’ Representative, and released to it by the Escrow Agent from time to time at its request, in its discretion, solely for the purposes of covering out-of-pocket expenses incurred by it in carrying out its duties hereunder or for distribution to the Selling Equityholders in the amounts designated by the Sellers’ Representative in writing (in all cases in accordance with their respective Pro Rata Portions). The Sellers’ Representative shall send an account statement to each of the Selling Equityholders on a quarterly basis reflecting any activity in the Representative Fund for the preceding quarter. The Sellers’ Representative may instruct the Escrow Agent to invest and handle the amounts of the Representative Fund until the allocation or payment thereof, as the case may be, according to its commercial reasonable discretion. Contemporaneous with or as soon as practicable following the completion of the Sellers’ Representative’s responsibilities hereunder and in any event no later than the date falling on the three (3) year anniversary of the Closing Date, the Sellers’ Representative shall instruct the Escrow Agent to release the remaining balance of the Representative Fund, less an amount deemed reasonably necessary by the Sellers’ Representative for use in connection with any outstanding, unresolved claims of Losses brought pursuant to Section 6.3, to the Selling Equityholders in accordance with their respective Pro Rata Portions. (i) Purchaser shall have the absolute right and authority to rely upon the acts taken or omitted to be taken by the Sellers’ Representative on behalf of the Selling Equityholders, and Purchaser shall have no duty to inquire as to the acts and omissions of the Sellers’ Representative. Each Selling Equityholder hereby acknowledges and irrevocably agrees that (i) all deliveries by Purchaser to the Sellers’ Representative shall be deemed deliveries to the Selling Equityholders, (ii) Purchaser shall not have any Liability with respect to any aspect of the distribution or communication of such deliveries between the Sellers’ Representative and any Selling Equityholder, and (iii) any disclosure made to the Sellers’ Representative by or on behalf of Purchaser shall be deemed to be a disclosure made to each Selling Equityholder. Each Selling Equityholder hereby agrees that any payment made by or on behalf of Purchaser to the Sellers’ Representative on such Selling Equityholder’s behalf shall be deemed a direct payment to such Selling Equityholder, and such Selling Equityholder shall have no recourse to Purchaser in the event that such payment is not delivered to such Selling Equityholder by the Sellers’ Representative for any reason.

Sellers’ Representative. (a) Effective as of the date hereof, Mercury Fund 2 Holdco LLC Sellers hereby is constituted and appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (or any person appointed as the a successor Sellers’ Representative. For purposes of Representative pursuant to this Agreement, the term “Sellers’ Representative” will mean the representative, true Section 1.5) as their representative and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of agent under this Agreement, the Escrow Agreement, the Paying Agent Put/Call Agreement and any other Related the Environmental Remediation Agreement. (b) Until all obligations under this Agreement have been discharged (including all indemnification obligations under Article VIII of this Agreement), with full power and authority on such Person’s behalf. The Sellers who, immediately prior to the Closing, are entitled to receive 50% or more of the Closing Payment, may, from time to time upon written notice to Sellers’ Representative and Buyer, remove Sellers’ Representative or appoint a new Sellers’ Representative upon the death, incapacity, resignation or removal of Sellers’ Representative. If, after the death, incapacity, resignation or removal of Sellers’ Representative, a successor Sellers’ Representative has not been appointed by Sellers within 30 business days after a request by Buyer, Buyer will have the right to appoint a Sellers’ Representative to fill any vacancy so created by written notice of such powers appointment to Sellers. (c) Sellers authorize Sellers’ Representative to take any action and authority as are necessary to make and deliver any certificate, notice, consent or appropriate instrument required or permitted to carry out the functions assigned to it be made or delivered under this Agreement and any Related Agreement, including to: (i) consummate or under the transactions contemplated by documents referred to in this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance to waive any requirements of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under to enter into one or more amendments or supplements to this Agreement that Sellers’ Representative determines in Sellers’ Representative’s sole and absolute discretion to be necessary, appropriate or advisable, which authority includes the execution and delivery of the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement Sellers and any amendment amendments or waiver hereto or supplements thereto or and the performance of all obligations thereunder, including authority to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiatecollect and pay funds and dispute, settle, compromise and otherwise handle make all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the claims. The authority of Sellers’ Representative will be includes the right to hire or retain, at the sole expense of Sellers, such counsel, investment bankers, accountants, representatives and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the professional advisors as Sellers’ Representative determines in Sellers’ Representative)’s sole and absolute discretion to be necessary, (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, appropriate or the Company Shareholders collectively are, permitted or required advisable in order to do or exercise under perform this Agreement and the Escrow Agreement. Any party will have the right to rely upon any action taken by Sellers’ Representative, and to act in accordance with such action without independent investigation. (xd) authorize Buyer will have no liability to any Seller or otherwise arising out of the release acts or omissions of funds Sellers’ Representative or any disputes among Sellers or with Sellers’ Representative. Buyer may rely entirely on its dealings with, and notices to the Buyer Parties and from, Sellers’ Representative to satisfy any obligations it might have under this Agreement, the Escrow Agreement and each or any other Related agreement referred to in this Agreement and or otherwise to take all other actions or refrain from taking all other actions that may be taken by the Sellers. (e) Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or shall not have any other Related Agreement. The Company Shareholders, liability to any Seller for any action taken in good faith by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power (after such consultation with Sellers as may be reasonable or appropriate under the circumstances) pursuant to its appointment hereunder. Sellers hereby agree jointly and authority severally to do indemnify, defend and perform each hold harmless Sellers’ Representative from and every act against any damages, costs, expenses, losses or liabilities (including, without limitation, any attorneys’ fees and thing necessary costs) of any kind Sellers’ Representative may incur or desirable to be done sustain in connection with the transactions contemplated performance in good faith of his duties hereunder. Without limiting the foregoing, Sellers agree to reimburse Sellers’ Representative, promptly upon Sellers Representative’s request therefore (together with reasonable supporting documentation), for all out-of-pocket costs and expenses incurred by this Agreement, as fully to all intents and purposes as or at the Company Shareholders might or could do; provided, however, that the direction of Sellers’ Representative will have no obligation to act on behalf in connection with the performance of the Company Shareholdershis duties hereunder. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ Representative accepts the appointment made by this Section 1.5 and will survive agrees to abide by the death, incapacity or bankruptcy provisions of any such Company Shareholderthis Section 1.5.

Sellers’ Representative. (a) Effective as Each Seller hereby irrevocably constitutes and appoints GA Escrow, LLC, a Delaware limited liability company (the "Sellers' Representative"), the true and lawful agent and attorney-in-fact of the date hereofundersigned with respect to this Agreement and the Escrow Agreement and the transactions contemplated thereby and thereby, Mercury Fund 2 Holdco LLC hereby is constituted with full power of substitution and appointed as resubstitution (and such power of attorney being deemed to be an irrevocable power coupled with an interest) to act on behalf of such Seller in any litigation or arbitration (including, without limitation, any threat thereof) involving this Agreement or the Escrow Agreement. As part of the power and authority granted under this Section 12.15 and not in limitation, each Seller specifically consents to the Sellers’ ' Representative. For purposes 's exercise of the power (i) to bring, defend and/or resolve any Claim made pursuant to Article 9, (ii) to agree to, negotiate, enter into settlements and compromises of, to bring suit or seek arbitration and to comply with orders of courts and awards of arbitrators with respect to such Claims, (iii) to execute and deliver, on behalf of such Seller, the Escrow Agreement, any amendment thereto and any related agreements, (iv) to take any actions required to be taken pursuant to Section 2.3 and (v) to take all actions necessary in the judgment of the Sellers' Representative for the accomplishment of the foregoing, including, without limitation, pursuant to this Agreement, the term “Sellers’ Representative” will mean the representative, true Escrow Agreement or otherwise. All authority conferred or agreed to be conferred in this Agreement and lawful agent, proxy and attorney in fact every obligation of the Company Shareholders for undersigned hereunder will be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the Sellers and will not be affected by, and will survive, the death, incapacity or bankruptcy of the Sellers. Parent, Purchaser, the Escrow Agent and any other person may conclusively and absolutely rely, without inquiry, upon any action of the Sellers' Representative, as the action of the undersigned in all purposes matters referred to in this Agreement and the Escrow Agreement. (b) The Sellers' Representative shall incur no liability to the parties hereto with respect to any action or inaction taken by the Sellers' Representative, except its own willful misconduct or gross negligence, nor any other action taken or suffered by them in reliance upon any note, direction, instruction, consent, statement or other documents believed by them to be genuinely and duly authorized. In the event of the death or permanent disability of the Sellers' Representative, or its resignation as the Sellers' Representative, a successor Sellers' Representative shall be elected by a majority vote of the Sellers (based upon the percentages set forth on Schedule 9.6). The Sellers' Representative shall have full power and authority to represent the Sellers, with respect to all matters arising under this Agreement, the Escrow Agreement, the Paying Agent Agreement any amendment thereto and any other Related Agreementrelated agreements and all actions taken by the Sellers' Representative thereunder shall be binding upon the undersigned, with full power as if expressly confirmed and authority ratified in writing by the Sellers. (c) Each of the Sellers agrees to reimburse the Sellers' Representative for such Sellers' pro rata portion (based upon the percentages set forth on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and any Related AgreementSchedule 9.6) of all out-of-pocket expenses, including to: (i) consummate reasonable attorneys' and accountants' fees and expenses, incurred by the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred Sellers' Representative in connection with the negotiation and performance administration or enforcement of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize preservation of any rights of the release of funds to the Buyer Parties Sellers under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity or bankruptcy of any such Company Shareholderrelated agreements.

Sellers’ Representative. (a) Effective as In order to efficiently administer the Transaction, each Holder, by its execution of the date hereofSellers' Representative Agreement, Mercury Fund 2 Holdco LLC hereby is has irrevocably constituted and appointed as ▇▇▇▇ ▇▇▇▇▇▇▇ (the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ ' Representative” will mean the representative”), true as such Holder's agent and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreementattorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Person’s behalf. The Sellers’ Representative will have such powers Holder could if then personally present and authority as are necessary acting alone, including, without limitation (i) give and receive all communications and other deliveries to be given or appropriate to carry out the functions assigned to it received under this Agreement and the Ancillary Agreements by the Holders (for the avoidance of doubt, any Related Agreement, including to: (i) consummate communication or other delivery validly delivered to the transactions contemplated by this AgreementSellers' Representative shall be deemed to have been validly delivered to each Holder), (ii) pay such Person’s expenses (whether incurred on make all decisions relating to the adjustment of the Merger Consideration, Stockholders' Transaction Expenses or after the date hereof) incurred in connection with the negotiation and performance of this other amounts hereunder or under any other Ancillary Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it take all action reasonably determines may be necessary in accordance connection with the terms defense, payment or settlement of any claims for which any one or more of the Holders are obligated to indemnify, hold harmless or reimburse any Buyer Indemnified Parties pursuant to Article IX hereof, (iv) except as otherwise provided in Section 11.2, execute and deliver on behalf any consent under or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement and any such Person any Letter of Transmittal consent or waiver shall be binding upon each and such further instruments as Buyer reasonably requestsevery Holder, (v) except as otherwise provided in Section 11.1, execute and deliver deliver, for and on behalf of such Person all documents contemplated by each Principal Stockholder, any amendment to this Agreement or any other agreement entered into in connection with this Agreement and any such amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will shall be binding on all Seller Parties except as expressly set forth herein or therein)upon each and every Holder, (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required additional action as is contemplated to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ ' Representative under by the terms of this Agreement and/or the Sellers' Representative Agreement, and (vii) take all actions reasonably necessary or appropriate in the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms judgment of the Merger and/or accepting Sellers' Representative for the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf accomplishment of any of the Company Shareholdersforegoing. Each This appointment of the Company Shareholders agrees that such agency and this power of attorney is coupled with an interestinterest and shall be irrevocable and shall not be terminated by any Holder or by operation of law. (b) Any decision or action by the Sellers' Representative hereunder or under any other Ancillary Agreement made in accordance with this Section 10.4 and the Sellers' Representative Agreement shall constitute a decision or action of all the Holders and shall be final, is therefor irrevocable without binding and conclusive upon each of the consent Holders. None of the Holders shall have the right to object to, dissent from, protest or otherwise contest the same. (c) Neither the Sellers' Representative nor any agent employed by it shall incur any Liability to any Holder by virtue of the failure or refusal of the Sellers’ ' Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Holders, by virtue of their execution of the Sellers' Representative Agreement, jointly and severally, agree to indemnify the Sellers' Representative, his successors, assigns, agents, attorneys and affiliates (the “Sellers' Representative Parties”) and to hold the Sellers' Representative Parties harmless against any and all losses, Liabilities or expenses incurred without bad faith on the part of the Sellers' Representative and will survive arising out of or in connection with his duties as Sellers' Representative, including the deathreasonable costs and expenses incurred by the Sellers' Representative in defending against any claim or Liability in connection herewith. (d) Contemporaneous with the execution and delivery hereof, incapacity the Sellers' Representative and each of the Holders shall execute and deliver an agreement in the form of the attached Exhibit E (the “Sellers' Representative Agreement”), pursuant to which the Sellers' Representative shall agree to perform the obligations of the Sellers' Representative set forth herein and therein. In the event the provisions contained in this Section 10.4 conflict with or bankruptcy are otherwise inconsistent with the terms of any such Company Shareholderthe Sellers' Representative Agreement, the terms of this Section 10.4 shall control.

Sellers’ Representative. (a) Effective as Each Seller hereby consents to (i) the appointment of the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the Sellers’ Representative. For purposes Representative hereunder and as the attorney-in-fact for and on behalf of such Seller, and (ii) the taking by Sellers’ Representative of any and all actions and the making of any decisions required or permitted by, or with respect to, this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including, without limitation, the exercise of the power to (A) agree to execute any amendments to or terminations of this Agreement, the term “Related Agreements and all other documents contemplated hereby and thereby, (B) authorize delivery to Buyer in accordance with the Escrow Agreement from the Price Adjustment Escrow Account an amount equal to the Post-Closing Reduction, if any Post-Closing Reduction is required under Section 1.05, (C) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to any indemnification claims under Article X, (D) resolve any such indemnification claims and authorize delivery to any Buyer Indemnified Party in accordance with the Escrow Agreement from the Indemnity Escrow Account an amount equal to any disbursements to resolve any such indemnification claim, (E) make any representations, warranties or certifications pursuant to this Agreement on behalf of such Seller, (F) accept receipt of such Seller’s Pro Rata Portion of the Initial Sellers Payment on behalf of such Seller in full satisfaction of Buyer’s obligation to make such payment hereunder and (G) take all actions necessary in the judgment of Sellers’ Representative” will mean Representative incidental to or for the representative, true and lawful agent, proxy and attorney in fact accomplishment of the Company Shareholders for foregoing and all purposes of the other terms, conditions and limitations of this Agreement, the Escrow Related Agreements and the transactions contemplated hereby and thereby. (b) Each Seller shall be bound by the actions taken by Sellers’ Representative exercising the rights granted to him by this Agreement, the Paying Agent Agreement and any Related Agreements or the other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate the transactions documents contemplated by this Agreement, (ii) pay and Parent and Buyer shall be entitled to rely on any such Person’s expenses (whether incurred on action or after decision of Sellers’ Representative. Sellers’ Representative shall not be entitled to any fee, commission, compensation or reimbursement for the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received his services hereunder or under the Paying Agent Agreement Related Agreements from Parent, Buyer or under Sellers or from the Escrow Agreement on behalf of such Person cash constituting the Initial Sellers Payment. (c) Sellers’ Representative shall have the sole discretion to use the Expense Funds to pay any expenses incurred by Sellers’ Representative in his capacity as Sellers’ Representative, including, without limitation, any attorneys’, accountants’ and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary other experts’ fees. Once Sellers’ Representative determines, in accordance with the terms hereofhis sole discretion, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the that Sellers’ Representative will be the sole and exclusive means of asserting or addressing not incur any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the additional expenses in his capacity as Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under will distribute, at the terms sole expense of this AgreementSellers’ Representative, to Sellers, in accordance with their respective Pro Rata Portions, the Escrow Agreementremaining unused Expense Funds, the Paying Agent Agreement or any other Related Agreement. The Company Shareholdersif any, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could dowithout interest; provided, however, that the Sellers’ Representative will shall not be required to return any amount to any Seller if the amount such Seller would otherwise receive would be less than Fifty Dollars ($50). (d) Sellers’ Representative, acting in such capacity, shall have no obligation obligations to act on behalf any other party to this Agreement other than as expressly set forth in this Agreement, including as agent, fiduciary or trustee of the Company Shareholdersor for any Seller. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ Representative shall not be liable to any Seller for any action taken or omitted to be taken under or in connection with this Agreement, the Related Agreements or the other documents contemplated by this Agreement, and each Seller hereby waives and shall not assert any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from Sellers’ Representative’s gross negligence or willful misconduct (as determined in a final non-appealable judgment by a court of competent jurisdiction) in connection with his duties expressly set forth herein. (e) If Sellers’ Representative shall die, become disabled, resign or otherwise be unable to fulfill his responsibilities hereunder, Sellers shall appoint a new Sellers’ Representative as soon as reasonably practicable by written consent by sending notice and a copy of the duly executed written consent appointing such new Sellers’ Representative to Buyer. Such appointment will survive be effective upon the death, incapacity later of the date indicated in the consent or bankruptcy of any the date such Company Shareholderconsent is received by Buyer.

Sellers’ Representative. (a) Effective as of At the date hereofClosing, Mercury Fund 2 Holdco each Seller agrees that Vista Equity Partners Management, LLC hereby is shall be constituted and appointed as the Sellers’ Representative. Pursuant to the terms of the applicable Holdings Equity Agreement, each Consideration Recipient will constitute and appoint Vista Equity Partners Management, LLC, as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will shall mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders Consideration Recipients for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related the Purchase Price Adjustment Escrow Agreement, with full power and authority on such Person’s behalf. The SellersConsideration Recipients’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: behalf (i) to consummate the transactions contemplated by this Agreementherein, (ii) to pay such Person’s Consideration Recipients’ expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) to pay, receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of or to such Person Consideration Recipients and to holdback hold back from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereofnecessary, (iv) to execute and deliver any certificates representing the Company Shares or Holdings Shares and execution of such further instruments as Purchaser shall reasonably request, (v) to execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person Consideration Recipients all documents contemplated by this Agreement herein and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein)hereto, (vi) to prepare, deliver and receive any notices on behalf of the Consideration Recipients contemplated by this Agreement, (vii) to take all other actions to be taken by or on behalf of such Person the Consideration Recipients in connection herewith, (viiviii) to negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements without limitation, disputes regarding the Working Capital Amount and any adjustment pursuant to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole Section 1.5 and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right Indemnification Claim made pursuant to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ RepresentativeSection 9.3(a)(ii), (viiiix) to waive any condition to the obligation of Sellers to consummate the transactions contemplated herein, (x) to give and receive notices on behalf of such Person, the Consideration Recipients and (ixxi) to do each and every act and exercise any and all rights which such Person Consideration Recipient is, or the Company Shareholders Consideration Recipients collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company ShareholdersConsideration Recipients, by approving the principal terms of the Merger Share Purchase, executing this Agreement or the Holdings Equity Agreements and/or accepting the consideration payable to them hereunderhereunder or thereunder, irrevocably grant unto the Sellers’ Representative said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders Consideration Recipients might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholdersdo in person. Each of the Company Shareholders Consideration Recipient agrees that such agency is and proxy are coupled with an interest, is therefor are therefore irrevocable without the consent of the Sellers’ Representative and will shall survive the death, incapacity or bankruptcy of any such Company ShareholderConsideration Recipient.

Sellers’ Representative. (a) Effective as of the date hereof, Mercury Fund 2 Holdco LLC Each Seller hereby is constituted and appointed appoints ▇▇▇▇ ▇▇▇▇▇▇▇ as the Sellers’ Representative. For purposes of this Agreement, sole representative (the term “Sellers’ Representative” will mean ”) of such Seller to act as the representative, true agent and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person Seller for all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes purposes under this Agreement, including entering into agreements for the purposes of: (i) acceptance of any payments hereunder or under any Ancillary Agreement and delivery of wire instructions to effect Purchaser in connection therewith; (ii) review of the foregoing Statement; (which will iii) delivering any funds hereunder or under any Ancillary Agreement; (iv) determining whether the conditions to closing in Article VI (Conditions Precedent) have been satisfied and supervising the Closing, including waiving any such condition if Sellers’ Representative, in his sole discretion, determines that such waiver is appropriate; (v) taking any action that may be binding on all Seller Parties) (it being understood action necessary or desirable, as determined by the Sellers’ Representative will in his sole discretion, in connection with the termination hereof in accordance with Article VII (Termination, Amendment and Waiver); (vi) taking any and all actions that may be the sole and exclusive means of asserting necessary or addressing any claims on behalf of Seller Partiesdesirable, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the as determined by Sellers’ RepresentativeRepresentative in his sole discretion, in connection with the amendment hereof in accordance with Section 9,13 (Amendments and Waivers), ; (viiivii) give and receive accepting notices on behalf of such PersonSeller in accordance with Section 9,04 (Notices); (viii) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Representative in his sole discretion, in connection with the payment of the costs and expenses incurred with respect to the Companies or such Seller in accordance with Section 5,06 (Expenses); (ix) do each delivering or causing to be delivered to Purchaser at the Closing certificates representing the Equity Interests to be sold by such Seller hereunder; (x) executing and every act and exercise delivering, in Sellers’ Representative’s capacity as the representative of such Seller, any and all rights notices, documents or certificates to be executed by Sellers’ Representative, on behalf of such Person isSeller, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under in connection with this Agreement, the Escrow Agreement Ancillary Agreements and each other Related Agreement the Transactions; (xi) granting any consent or approval on behalf of such Seller under this Agreement; and to take (xii) taking any and all other actions or refrain from taking and doing any and all other actions that may things provided in or contemplated by this Agreement or any Ancillary Agreement to be taken performed by the such Seller or by Sellers’ Representative under on behalf of such Seller. As the terms representative of Sellers, Sellers’ Representative shall act as the agent for all Sellers and shall have authority to bind each Seller in accordance with this Agreement, and Purchaser may rely on such appointment and authority until the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms receipt of notice of the Merger and/or accepting the consideration payable appointment of a successor upon five (5) Business Days’ prior written notice to them hereunder, irrevocably grant unto the Purchaser. (b) Each Seller (other than Sellers’ Representative) hereby appoints Sellers’ Representative as such Seller’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in such Seller’s name, place and stead, in any and all capacities, in connection with the Transactions, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in connection with the transactions contemplated by this Agreement, sale of such Seller’s Equity Interests and the other Transactions as fully to all intents and purposes as the Company Shareholders such Seller might or could dodo in person. (c) Each Seller hereby agrees that: (i) in all matters in which action by Sellers’ Representative is required or permitted, Sellers’ Representative is authorized to act on behalf of such Seller, notwithstanding any dispute or disagreement among the Sellers, and Purchaser shall be entitled to rely on any and all action taken by Sellers’ Representative under this Agreement without any liability to, or obligation to inquire of, any of the Sellers, notwithstanding any knowledge on the part of Purchaser of any such dispute or disagreement; provided(ii) the power and authority of Sellers’ Representative, howeveras described in this Agreement, shall continue in full force and effect until all rights and obligations of Sellers under this Agreement shall have terminated, expired or been fully performed; and (iii) if Sellers’ Representative resigns or is removed or otherwise ceases to function in its capacity as such for any reason whatsoever, within thirty (30) days, Sellers shall have the right to appoint a Seller to act as Sellers’ Representative, to serve as described in this Agreement. (d) All payments to or by Sellers under this Agreement shall be made in proportion to the Pro Rata Share of Sellers, and each Seller agrees to and acknowledges its respective Pro Rata Share as the sole mechanism for determining its respective right, title and interest in and to the payment to which it is entitled in respect of its Equity Interests (notwithstanding anything in any organizational document of All Risks or ICS or any other Contract related to the Equity Interests). (e) The Sellers agree that the Sellers’ Representative will have no obligation shall be entitled to act on behalf retain and not distribute to the Sellers at the Closing One Million Dollars ($1,000,000) of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of Purchase Price to establish a reserve to be held by the Sellers’ Representative and will survive used for the deathnon-exclusive purposes of funding any expenses of Sellers’ Representative arising in connection with the administration of his duties pursuant to this Agreement. The Sellers’ Representative shall have the sole and absolute discretion to determine the use of such funds. Any portion of such funds that have not been used by the Sellers’ Representative by the second (2nd) anniversary of the Closing Date shall be distributed to the Sellers in accordance with their Pro Rata Share, incapacity provided that the Sellers’ Representative shall be entitled to continue to hold and not distribute any funds which he, in his sole and absolute discretion, deems prudent or bankruptcy necessary for payment of any such Company Shareholderanticipated expenses associated with the discharge of his duties hereunder.

Sellers’ Representative. (a) Effective as of Upon the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes signing of this Agreement, the term “Sellers’ Representative” will mean Stockholders hereby appoint ▇▇▇▇ as the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders representative for all purposes of this AgreementStockholders (including, the Escrow Agreementwithout limitation, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: (iall Principal Stockholders) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this AgreementAgreement (in such capacity, the "Sellers' Representative"). The Sellers' Representative will represent the Stockholders under this Agreement (including, without limitation, with respect to Tax matters in Section 4.17, the closing conditions in Section 5.2, the Contingent Payments, the Closing Balance Sheet, any Purchase Price Adjustment or Purchase Price repayments and any Claims for indemnification pursuant to Article VI) until all Stockholders' duties under this Agreement are discharged. The Sellers' Representative will have full and irrevocable power and authority to act for and in the name of and as fully to agent for the Stockholders under this Agreement and all intents and purposes as the Company Shareholders might or could do; provided, however, that Stockholders will be bound by the Sellers’ ' Representative's agreements and decisions with respect hereto. The Sellers' Representative will provide Buyer with a true, correct and complete list of the Stockholders and their respective addresses and account information (the "Stockholders' List") and will update the Stockholders' List in writing as is necessary to keep the Stockholders' List current, complete and accurate. Buyers may rely on any document (including, without limitation, the Stockholders' List) believed by them to have been signed or presented by the Sellers' Representative. Buyers will have no obligation to act on behalf investigate any fact or matter set forth in any such document and all Stockholders will be bound by any such document delivered by the Sellers' Representative to Buyers. In the event ▇▇▇▇ resigns, dies or becomes incapacitated, the holders of a majority of the Company Shareholdersissued and outstanding Shares immediately prior to the Closing will appoint a successor Sellers' Representative, notwithstanding the absence of a quorum. Each The Stockholders will give Buyers written notice of any change in the Company Shareholders agrees that Sellers' Representative and until such agency written notice is coupled with an interestreceived by Buyers, is therefor irrevocable such change in Sellers' Representative will not be effective or binding on Buyers. The Sellers' Representative will not be liable to any Stockholder for any act done or omitted hereunder as Sellers' Representative while acting in good faith and in the exercise of reasonable judgment. The Stockholders will severally indemnify the Sellers' Representative and hold the Sellers' Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the consent part of the Sellers’ ' Representative and will survive arising out of or in connection with the death, incapacity acceptance or bankruptcy administration of any such Company Shareholderthe Sellers' Representative's duties hereunder.

Sellers’ Representative. ARLP, JRLLC and LRLLC (the “Co-Owners”) each hereby irrevocably appoints CELLC the agent and attorney-in-fact of the Co-Owners for the purposes of acting in the name and stead of the Co-Owners in: (a) Effective as giving and receiving all notices permitted or required by this Agreement and acting on behalf of the date hereofCo-Owners for all purposes under this Agreement; (b) dealing with the Buyer in connection with all adjustments under Section 2 including, Mercury Fund 2 Holdco LLC hereby is constituted without limitation, all Title Defects, Environmental Defects and appointed as cures relating thereto and all Title Benefits, Gas Imbalances, Casualties and accounting adjustments; (c) acting on the SellersCo-Owners’ Representative. For purposes behalf under any other covenant, agreement or provision of this Agreement, ; (d) agreeing with the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of Buyer as to any amendments to this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are which CELLC may deem necessary or appropriate to carry out the functions assigned to it under this Agreement and any Related Agreementadvisable, including to: (i) but not limited to the extension of time in which to consummate the transactions contemplated by this Agreement, and the waiver of any closing conditions; (iie) pay employing legal counsel; (f) paying any legal and any other fees and expenses incurred in consummating the transactions contemplated by this Agreement; and (g) making, executing, acknowledging, and delivering all such Person’s expenses (whether incurred on contracts, orders, receipts, notices, requests, instructions, certificates, letters, and other writings, and in general doing all things and taking all actions which CELLC, in its sole discretion, may consider necessary or after the date hereof) incurred proper in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under carry out the terms of this Agreement, as fully as if the Escrow Co-Owners were personally present and acting. This power of attorney and all authority conferred hereby is granted and conferred subject to the interests of the other Parties to this Agreement, and in consideration of those interests and for the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms purpose of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with completing the transactions contemplated hereby, this power of attorney and all authority conferred hereby shall be irrevocable and shall not be terminated by this Agreementthe Co-Owners or by operation of law, as fully to all intents and purposes as whether by the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf incapacity of the Company Shareholders. Each of Co-Owners or by the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity or bankruptcy occurrence of any such Company Shareholderother event.

Sellers’ Representative. (a) Effective as In order to efficiently administer (i) the determination of the date Merger Consideration and the Actual Closing Date Working Capital Amount, (ii) the distribution of any amounts payable or distributable to Sellers, (iii) the waiver of any condition to the obligations of the Company to consummate the Contemplated Transactions, and (iv) the defense and/or settlement of any Proceedings with respect to which any Buyer Indemnified Party may be entitled to be indemnified pursuant to Section 9 hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes of by approving this Agreement, or by executing and delivering any of the term Seller Deliveries, Sellers hereby designate BC Sellers’ Representative LLC as their representative (the “Sellers’ Representative” will mean the representative”). (b) Sellers, true and lawful agent, proxy and attorney in fact by approving this Agreement or by executing one of the Company Shareholders for Seller Deliveries, shall authorize the Sellers’ Representative (i) to make all purposes decisions relating to the determination of the Merger Consideration and the Actual Closing Date Working Capital Amount, (ii) to make all decisions relating to the distribution of any amounts payable or distributable to Sellers hereunder, in accordance with this Agreement, Agreement and the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are (iii) to take all action necessary or appropriate to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation waiver of any condition to the obligations of the Company to consummate the Contemplated Transactions, or the defense and/or settlement of any Proceedings with respect to which any Buyer Indemnified Party may be entitled to be indemnified pursuant to Section 9 hereof, (iv) to give and performance receive all notices required to be given under this Agreement or the Escrow Agreement, (v) to take any and all additional action as is contemplated to be taken by or on behalf of Sellers by the terms of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) to take all other actions to be taken by or on behalf of such Person Sellers in connection herewith, (vii) negotiateto withhold funds to pay Seller-related expenses and obligations, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements (viii) to effect the foregoing (which will be binding on all Seller Parties) (it being understood action withhold additional funds as determined by the Sellers’ Representative will in its discretion to pay future or contingent Seller expenses and obligations and (ix) to seek recourse against any Seller for the benefit of the other Sellers in the event of a disbursement to the Buyer Indemnified Parties due to any breach of the representations and warranties made by such Seller in a Seller Delivery. (c) In the event that the Sellers’ Representative is dissolved, becomes unable to perform its responsibilities hereunder or resigns from such position, Sellers holding, prior to the Closing, a majority of the voting Common Stock and Preferred Stock as set forth in Section 2.4(a) of the Company Disclosure Schedule shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the sole Sellers’ Representative for all purposes of this Agreement. (d) All decisions and exclusive means actions by the Sellers’ Representative, including, without limitation, any agreement between the Sellers’ Representative and the Surviving Corporation relating to the determination of asserting the Actual Closing Date Working Capital Amount or addressing the defense or settlement of any claims on behalf Proceedings with respect to which any Buyer Indemnified Party may be entitled to be indemnified pursuant to Section 9 hereof, shall be binding upon all of Seller Partiesthe Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. (e) By approving this Agreement, or by executing a Letter of Transmittal, an Option Cancellation and Payment Acknowledgement or a Warrant Cancellation and Payment Acknowledgement, Sellers agree that: (i) Parent, Buyer, the Surviving Corporation and each other Buyer Indemnified Party will shall be able to rely conclusively on the instructions and decisions of the Sellers’ Representative as to the determination of the Actual Closing Date Working Capital Amount or the settlement of any claims for indemnification by any Buyer Indemnified Party pursuant to Section 9 hereof or any other actions required to be taken by the Sellers’ Representative hereunder, and no Seller or party hereunder shall have any right to act on its own behalf with respect to cause of action against Parent, Buyer, the Surviving Corporation or any other Buyer Indemnified Party for any action taken by any such mattersPerson in reliance upon the instructions or decisions of the Sellers’ Representative; (ii) all actions, decisions and instructions of the Sellers’ Representative shall be conclusive and binding upon all of the Sellers and no Seller shall have any cause of action against the Sellers’ Representative for any action taken, decision made or instruction given by the Sellers’ Representative under this Agreement, except for fraud or willful breach of this Agreement by the Sellers’ Representative; (iii) the provisions of this Section 1.9 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Seller may have in connection with the Contemplated Transactions; (iv) the provisions of this Section 1.9 shall be binding upon the executors, heirs, legal representatives and successors of each Seller, and any references in this Agreement or the Escrow Agreement to a Seller or Sellers shall mean and include the successors to Sellers’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise; (v) the Company Fees and Expenses shall include the sum of $500,000 to be paid to the Sellers’ Representative and to be used by the Sellers’ Representative for the payment of all costs and expenses incurred by the Sellers’ Representative in connection with the exercise by it of the authority granted to it herein (including reasonable attorney fees and expenses and the fees and expenses of any accountants or other than any claim or dispute against professional advisors retained by the Sellers’ Representative). From time to time after the Effective Time, (viii) give Sellers’ Representative may distribute to Sellers, pro rata in accordance with their respective ownership of all shares of Preferred Stock that are not converted at the Effective Time, plus the Fully Diluted Shares Outstanding immediately prior to the Effective Time, such portion of such sum as the Sellers’ Representative reasonably determines will not be needed for the payment of future costs and receive notices expenses. Any portion of such sum remaining after the final resolution of all claims asserted against, or asserted by or on behalf of such Personof, (ix) do each and every act and exercise any and all rights such Person is, Sellers hereunder or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related the final distribution to Sellers of all monies that are or could be distributable to them hereunder or under the Escrow Agreement shall be distributed to Sellers in their respective percentages based upon all shares of Preferred Stock that are not converted at the Effective Time, plus the Fully Diluted Shares Outstanding; provided, however, that if the Sellers’ Representative incurs costs and expenses disproportionately due to take a Seller’s breach of representations and warranties made by such Seller in one of the Seller Deliveries, such breaching Seller shall reimburse the Sellers’ Representative for the additional costs and expenses disproportionately incurred; and (vi) they will indemnify and hold harmless the Sellers’ Representative, severally and not jointly, from and against any and all other actions damages which may at any time be imposed on, incurred by or refrain from taking all other actions that may asserted against the Sellers’ Representative in any way relating to or arising out of this Agreement, or any related agreement or instrument or any action taken or omitted to be taken by the Sellers’ Representative under or in connection herewith, unless such damages resulted solely from the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms bad faith of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto Sellers’ Representative. (f) All fees and expenses incurred by the Sellers’ Representative full power and authority in excess of $500,000 shall be paid from any funds otherwise due to do and perform each and every act and thing necessary or desirable Sellers (including from the Escrowed Amount, if any, after such amount is released to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation Representative) in proportion to act on behalf their ownership of all shares of Preferred Stock that are not converted at the Effective Time, plus the Fully Diluted Shares Outstanding as set forth in Section 2.4(a) of the Company Shareholders. Each Disclosure Schedule attached hereto and if no funds are available from the Escrowed Amount, then directly from Sellers pro rata in accordance with their respective ownership of all Shares of Preferred Stock that are not converted at the Company Shareholders agrees that such agency is coupled with an interestEffective Time, is therefor irrevocable without plus the consent of Fully Diluted Shares Outstanding immediately prior to the Sellers’ Representative and will survive the death, incapacity or bankruptcy of any such Company ShareholderEffective Time.

Sellers’ Representative. (a) Effective as of the date hereofGryphon Partners 3.5, Mercury Fund 2 Holdco LLC L.P. is hereby is constituted and appointed as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will shall mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders Unitholders for all purposes of this Agreement, Agreement and the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such PersonCompany Unitholder’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: behalf (i) to consummate the transactions contemplated by this Agreementherein, (ii) to pay such PersonCompany Unitholder’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) to receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of or to such Person Company Unitholder and each other Company Unitholder and to holdback hold back from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereofnecessary, (iv) to execute and deliver any certificates representing the Company Units and execution of such further instruments as Purchaser shall reasonably request, (v) to execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person Company Unitholder all documents contemplated by this Agreement herein and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein)hereto, (vi) to take all other actions to be taken by or on behalf of such Person Company Unitholder in connection herewith, (vii) to negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the without limitation, disputes regarding Actual Working Capital, Actual Cash, Actual Indebtedness and/or Actual Sellers’ Representative will be the sole and exclusive means of asserting Transactions Expenses, any adjustment pursuant to Section 2.10 or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any indemnification claim or dispute against the Sellers’ Representative)under Article 9, (viii) to waive any condition to the obligations of the Company or the Company Unitholders to consummate the transactions contemplated herein, (ix) to give and receive notices on behalf of such Person, the Company Unitholders and (ixx) to do each and every act and exercise any and all rights which such Person Company Unitholder is, or the Company Shareholders Unitholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company ShareholdersUnitholders, by approving the principal terms of the Merger (through the execution of the Written Consent or otherwise) and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders Unitholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholdersdo in person. Each of the Company Shareholders Unitholders agrees that such agency is and proxy are coupled with an interest, is therefor are therefore irrevocable without the consent of the Sellers’ Representative and will shall survive the death, incapacity or bankruptcy of any such Company ShareholderUnitholder.

Sellers’ Representative. (a) Effective Each Seller hereby irrevocably appoints Macquarie Infrastructure Partners Inc. (“MIP Inc.”) as of the date hereofsuch Seller’s representative, Mercury Fund 2 Holdco LLC hereby is constituted attorney-in-fact and appointed agent (as the Sellers’ Representative. For purposes of this Agreementsuch, the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement”), with full power of substitution to act in the name, place and authority stead of such Seller with respect to the Securities Purchase and the Merger and to act on behalf of such Person’s behalf. The Seller in any amendment of or litigation or arbitration involving this Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Sellers’ Representative will have such powers and authority as are shall deem necessary or appropriate to carry out the functions assigned to it under this Agreement and in conjunction with any Related Agreement, including to: (i) consummate of the transactions contemplated by this Agreement, including the power: (iii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions any action required or refrain from taking all other actions that may permitted to be taken by the Sellers’ Representative under the terms of as expressly set forth in this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms including to make all determinations in respect of the Merger and/or accepting Base Purchase Price and Final Purchase Price and the consideration portions thereof payable to them hereunderthe Sellers and the Management Holders in accordance with Article 2; (ii) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of Sellers to consummate the Securities Purchase and the Merger; (iii) to negotiate, irrevocably grant unto execute and deliver all ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the Securities Purchase and the Merger (it being understood that such Sellers, shall execute and deliver any such documents which the Sellers’ Representative full power and authority agrees to execute); (iv) to terminate this Agreement if Sellers are entitled to do so; (v) to give and perform each receive all notices and every act and thing necessary or desirable communications to be done given or received under this Agreement and to receive service of process in connection with the transactions contemplated by any claims under this Agreement, as fully including service of process in connection with arbitration; and (vi) to take all intents actions which under this Agreement that may be taken by Sellers and purposes as the Company Shareholders might to do or could do; provided, however, that refrain from doing any further act or deed on behalf of Sellers which the Sellers’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as such Sellers could do if personally present. Notwithstanding the foregoing, nothing in this Section 10.14 shall be deemed to alter the Sellers’ obligations with respect to the Buyer set forth in this Agreement, regardless of any acts or omissions of the Sellers’ Representatives, including in the case of fraud, gross negligence or bad faith on the part of the Sellers’ Representative. (b) The Sellers’ Representative will not be liable for any act taken or omitted by it as permitted under this Agreement, except if such act is taken as Sellers’ Representative or omitted in bad faith or gross negligence. The Sellers’ Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles thereof). (c) The Sellers agree, severally but not jointly, to indemnify (in accordance with their respective direct and indirect ownership of MIPT as set forth on Appendix B) the Sellers’ Representative for, and to hold the Sellers’ Representative harmless against, any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Representative, arising out of or in connection with the Sellers’ Representative’s carrying out its duties under this Agreement, including costs and expenses of successfully defending the Sellers’ Representative against any claim of liability with respect thereto. The Sellers’ Representative may consult with counsel of its own choice and will have no obligation full and complete authorization and protection for any action taken and suffered by it in good faith and in accordance with the opinion of such counsel. The Sellers’ Representative is not receiving any fees, commissions or other compensation for acting as the Sellers’ Representative. (d) If MIP Inc. resigns in writing as Sellers’ Representative or otherwise becomes unable to act on behalf serve as Sellers’ Representative, MIP Inc. shall designate as a successor Sellers’ Representative either (i) an Affiliate of MIP Inc. or (ii) any other Person with the written consent of Purchaser (the “Successor Sellers’ Representative”); provided, that such resignation shall only be effective upon effectiveness of a successor under this Section 10.14(d). Upon written acceptance by such Successor Sellers’ Representative to serve as Sellers’ Representative, such Successor Sellers’ Representative shall thereupon succeed to and become vested with all of the Company Shareholders. Each powers and duties and obligations of the Company Shareholders agrees that such agency original Sellers’ Representative without further act, and the original Sellers’ Representative shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in this Section 10.14. Notwithstanding any replacement of the original Sellers’ Representative hereunder, the provisions of this Section 10.14 shall continue in effect for the benefit of the original Sellers’ Representative with respect to all actions taken or omitted to be taken by it while acting as Sellers’ Representative. (e) All of the indemnities, immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Closing and/or termination of this Agreement. (f) The grant of authority to the Sellers’ Representative provided for in this Section 10.14, (i) is coupled with an interest, is therefor interest and shall be irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity incompetency, bankruptcy or bankruptcy liquidation of any such Company ShareholderSeller, and (ii) shall survive the Closing.

Sellers’ Representative. (a) Effective as Each of the date hereofSellers hereby constitutes and appoints JFL Seller as its representative, Mercury Fund 2 Holdco LLC hereby is constituted attorney-in-fact and appointed as agent (the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative”) and authorizes it acting for such Seller and in such Seller’s name, true place and lawful agentstead, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority capacities to do and perform each and every act and thing required or permitted to be done, or which JFL Seller in its sole discretion considers necessary or desirable to be done desirable, in connection with the transactions contemplated by this AgreementAgreement and the other agreements contemplated hereby, as fully to all intents and purposes as the Company Shareholders such Seller might or could dodo in person, including paying all transaction fees and expenses and acting for and on behalf of each Seller in all respects under the Escrow Agreement. In the event of the incapacity or dissolution of JFL Seller, such other Person selected by those Sellers party hereto selling between them a majority of the Sellers’ Interests shall be deemed to be the Sellers’ Representative for all purposes of this Agreement upon notice of such selection to the Parties hereto by at least five (5) Business Days prior written notice with express reference to this Agreement. (b) Any decision which is required to be made and/or any document which is required to be signed by the Sellers’ Representative for the purposes of this Agreement shall be deemed to have been duly made or signed if it is agreed or (as the case may be) signed by the Sellers’ Representative. Any consent or agreement or direction or waiver of the Sellers which is required or contemplated by this Agreement may be given or made by the Sellers’ Representative and if so given or made by the Sellers’ Representative shall be binding upon all Sellers and no Seller shall have the right to object, dissent, protest or otherwise contest the same. (c) The Sellers’ Representative is hereby authorized to act in the way contemplated by this Agreement and to take such decisions as it shall at its entire discretion determine and, provided it acts in good faith, the Sellers’ Representative shall have and accepts no Liability to any of the Sellers or to any other person other than Buyer in connection with or as a result of anything which such Sellers’ Representative does, refrains from doing or neglects or omits to do in connection with any matter relating to the Agreement. (d) The Sellers’ Representative shall not be required to expend any of its own money on or in relation to the matters referred to in this Agreement unless it has been indemnified and secured (if and to the extent it so requires, to its full satisfaction) by the Sellers it represents in respect of the maximum amount of the expenses and other Liabilities of any kind which it reasonably considers that it will or may incur in connection with or as a result of such proceedings or such duties and such indemnity and security shall be such as to ensure that the Sellers’ Representative has immediate access to all such funds as it may require in order to meet all such expenses or other Liabilities as they fall due; provided, however, that the Sellers’ Representative will have no obligation shall be obliged to act on behalf bear its appropriate proportion of the Company Shareholderssuch expenses and Liabilities. Each of the Company Shareholders Seller hereby agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of to reimburse the Sellers’ Representative for and will survive contribute to the deathpayment and satisfaction of any amount or Liability incurred or expended by the Sellers’ Representative hereunder for which the Sellers’ Representative is not otherwise indemnified or secured as provided herein within five (5) Business Days of receiving a statement from the Sellers’ Representative setting forth in reasonable detail any such amount or Liability; provided, incapacity that each Seller shall be responsible only for its or bankruptcy his Pro Rata Share of any such Company Shareholderamount. Each Seller hereby further agrees that the Sellers’ Representative shall be entitled to retain a portion of the Base Purchase Price sufficient in the Sellers’ Representative’s sole discretion to cover any anticipated costs, expenses or other Liabilities to be incurred by the Sellers’ Representative hereunder.

Sellers’ Representative. Until the delivery of written notice of appointment of a successor Sellers’ Representative under this Section 12.14 (a) Effective as which shall be at the sole discretion via a written consent of a majority in interest of the date hereofSellers based on their pre-Closing equity ownership, Mercury Fund 2 Holdco LLC hereby provided, however, that if Hsiao is constituted and incapacitated or deceased, then Hsiao’s equity will be excluded from such consent-related calculation unless Hsiao has a duly appointed as legal representative at the time any such consent is approved), Sellers’ Representative. For purposes Representative shall serve as agent and attorney-in-fact for each Seller, for and on behalf of this Agreement, the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreementeach Seller, with full power and authority on to represent, in its sole reasonable discretion, each Seller and such PersonSeller’s behalf. The heirs, executors, personal representatives, beneficiaries, successors and assigns with respect to all matters arising under this Agreement and, except as otherwise provided in this Agreement, all actions taken by Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement will be binding upon each Seller and any Related such Seller’s heirs, executors, personal representatives, beneficiaries, successors and assigns as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, including to: (i) consummate Sellers’ Representative has full power and authority, on behalf of each Seller and such Seller’s heirs, executors, personal representatives, beneficiaries, successors and assigns, to interpret the terms and provisions of this Agreement, to dispute or fail to dispute any claim under this Agreement, to negotiate and compromise any dispute that may arise under this Agreement, to sign any releases or other documents with respect to any such dispute, and to agree to and sign any amendments, waivers, or other documents in connection with the consummation of the transactions contemplated by this Agreement. A Seller will be deemed a party or a signatory to any contract, (ii) pay such Person’s expenses (whether incurred on document, instrument or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement certificate for which Sellers’ Representative signs on behalf of such Person Seller. All decisions, actions and to holdback from disbursement instructions by Sellers’ Representative, including the defense or settlement of any such funds to the extent it reasonably determines claims for which Sellers may be necessary in accordance with required to indemnify the terms hereofBuyer Indemnified Party pursuant to ARTICLE XI, (iv) execute will be conclusive and deliver binding on each Seller, and no Seller has the right to object, dissent, protest or otherwise contest the same. Each Seller shall pay and indemnify and hold harmless the Buyer Indemnified Parties from and against any Losses that they may suffer or sustain as the result of any claim by such Seller or any of its Affiliates that an action taken by Sellers’ Representative on behalf of such Person Sellers is not binding on, or enforceable against, any Letter Seller. Except as otherwise provided in this Agreement, Buyer has the right to rely conclusively on the instructions and decisions of Transmittal and such further instruments Sellers’ Representative as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreementsettlement of any claims for indemnification by Buyer pursuant to ARTICLE XI, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein actions required or therein), (vi) take all other actions permitted to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Partieshereunder, and no Seller Party will have any right to act on its own behalf with respect to cause of action against Buyer for any such matters, other than any claim action taken by Buyer in reliance upon the instructions or dispute against the decisions of Sellers’ Representative. Any action taken by Sellers’ Representative pursuant to the authority granted in this Section 12.14 is effective and absolutely binding on each Seller notwithstanding any contrary action of or direction from such Seller. The liquidation, death or incapacity of any Seller does not terminate the authority and agency of Sellers’ Representative (or successor thereto). The provisions of this Section 12.14 are binding upon the heirs, (viii) give executors, personal representatives, beneficiaries, successors and receive notices on behalf assigns of each Seller, and any references in this Agreement to a Seller means and includes the successors to such PersonSeller’s rights hereunder, (ix) do each whether pursuant to any testamentary disposition, the laws of descent and every act and exercise distribution or otherwise. The Sellers’ Representative irrevocably agrees in favor of the other Sellers to instruct the issuer of the applicable Bank LCs promptly to wire any and all rights such Person is, funds from the Bank LCs constituting the First Deferred Payment or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds Second Deferred Payment directly to the Buyer Parties under this AgreementTransaction Account (or, if applicable, any successor to the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken Transaction Account held by the Sellers’ Representative under entity then serving as the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable Disbursing Agent) for subsequent distribution to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity or bankruptcy of any such Company Shareholder.

Sellers’ Representative. (a) Effective as of the date hereof, Mercury Fund 2 Holdco LLC Each Seller hereby is constituted authorizes and appointed as directs the Sellers’ Representative. For purposes Representative as its agent, proxy, attorney-in-fact and representative under the Transaction Documents to take such action on behalf of such Seller, and to exercise such rights, power and authority, as are authorized, delegated and granted to the Sellers’ Representative pursuant to this Agreement, including, without limiting the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact generality of the Company Shareholders for all purposes of this Agreementforegoing, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate execution, delivery and receipt of the transactions contemplated by this Escrow Agreement, (ii) pay such Person’s expenses preparation and delivery of the certificate pursuant to Section 4.1(a)(iii) hereof, (whether incurred on or after iii) the date hereof) incurred in connection with right to receive notices and other documentation, pursuant to the negotiation and performance terms of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereofSellers, (iv) execute amending and deliver on behalf waiving the terms of such Person this Agreement pursuant to Section 9.9 hereof, but excluding, without the prior consent of all Sellers, any Letter of Transmittal and such further instruments as Buyer reasonably requestschange that would be inconsistent with the LLC Agreement, (v) execute receipt of the Purchase Price and deliver amounts, if any, in the Escrow Account, on behalf of such Person all documents contemplated by this Agreement the Sellers, pursuant to Sections 2.1(b) and any amendment or waiver hereto or thereto or 2.2 and distribution thereof to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein)Sellers in accordance with Section 8.5, (vi) take all termination of the Agreement pursuant to Section 6.1 hereof, (vii) settlement of any claims for which the Sellers may be required to indemnify or pay to, or entitled to indemnification or payment from, Buyer pursuant to this Agreement, and (viii) any other actions contemplated by or in furtherance of this Agreement. (b) Each Seller agrees that (i) the Sellers’ Representative shall not be liable for any actions taken or omitted to be taken by under or on behalf in connection with this Agreement or the transactions contemplated hereby, except for such actions taken or omitted to be taken resulting from the Sellers’ Representative’s willful misconduct, (ii) the Sellers’ Representative shall not owe any fiduciary duty or have any fiduciary responsibility to any of Sellers or the Company as a result of any actions taken as the Sellers’ Representative pursuant to this Agreement, except for such actions taken or omitted to be taken resulting from the Sellers’ Representative’s willful misconduct, respectively, and (iii) each Seller, severally and not jointly, in accordance with such Seller’s Pro Rata Portion, shall defend, indemnify and hold harmless the Sellers’ Representative and its Affiliates and each of their respective officers, directors, employers and agents from and against all expenses (including fees and expenses of counsel) losses, claims, fines, liabilities, damages, judgments or amounts paid in settlement in respect of any threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, based on, arising out of or relating to the fact that such Person is or was a Sellers’ Representative hereunder or arising out of acts or omissions of such Person in such capacity (including in respect of acts or omissions in connection herewithwith this Agreement and the transactions contemplated hereby) except for, in any case, acts or omissions which involve conduct known to such Person at the time to constitute a material violation of Law. (viic) negotiate, settle, compromise Buyer shall be entitled to rely conclusively on the instructions and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by actions of the Sellers’ Representative will be the sole and exclusive means of asserting required or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right permitted to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under any Transaction Document, and no Seller shall have any cause of action against Buyer or its Affiliates for any action taken by Buyer in reliance upon the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement instructions or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent decisions of the Sellers’ Representative and will survive the death, incapacity or bankruptcy of any such Company ShareholderRepresentative.

Sellers’ Representative. (a) Effective as of the date hereof, Mercury Fund 2 Holdco LLC Sellers hereby is constituted and appointed as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The designate Sellers’ Representative will have such powers to execute any and authority as are necessary or appropriate all documents on behalf of Sellers, and to carry out the functions assigned take any other actions on behalf of Sellers which may be required pursuant to it under this Agreement or the Escrow Agreement in order to consummate the Transaction and any Related Agreementperform their obligations hereunder and thereunder before, including to: at or following the Closing. Without limiting the generality of the foregoing, Sellers’ Representative shall have the full and exclusive authority to (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection agree with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the matter deemed necessary by Sellers’ Representative)Representative in connection with this Agreement or the Escrow Agreement calling for the agreement of Sellers, (viii) give and receive notices on behalf of such PersonSellers, (ix) do each and every act and exercise on behalf of Sellers in connection with any and all rights such Person is, matter as to which Sellers are or the Company Shareholders collectively are, permitted or required to do or exercise may be obligated under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, all in the Paying Agent absolute discretion of Sellers’ Representative, (ii) execute and deliver all documents contemplated by this Agreement or any other Related the Escrow Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing (iii) take all actions necessary or desirable to be done in connection with the transactions contemplated by this Agreementdefense or settlement of any indemnification claims pursuant to Section 9.1 and performance of obligations under Article 2, as fully including to all intents and purposes as the Company Shareholders might withhold funds for satisfaction of expenses or could doother liabilities or obligations; provided, however, that the Sellers’ Representative will have no shall not (A) without the approval of Sellers with a majority of the Prorata Share (1) admit Sellers’ obligation to act on behalf indemnify an Indemnitee or (2) agree to any indemnity payment (whether or not in settlement of litigation), or (B) without the approval of any Seller, consent to any injunction against such Seller. (b) Subject to Section 8.7(a), decisions by Sellers’ Representative within the scope of the Company Shareholdersauthority granted pursuant to this Section, including decisions made as the Indemnitor’s Representative pursuant to Section 9.5, shall be binding upon all Sellers, and no Seller shall have the right to contest the same. Each of the Company Shareholders agrees that such agency is coupled Sellers shall cooperate with an interest, is therefor irrevocable without the consent of the Sellers’ Representative and will survive any accountants, attorneys or other agents whom he may retain to assist in carrying out his duties hereunder. Sellers’ Representative may communicate with any Seller or any other Person concerning his responsibilities hereunder, but he is not required to do so. Sellers’ Representative has a duty to serve in good faith the deathinterests of Sellers and to perform his designated role under this Agreement, incapacity but Sellers’ Representative shall have no financial liability whatsoever to any Person relating to his service hereunder (including any action taken or bankruptcy omitted to be taken), except that he shall be liable for harm which he causes by an act of bad faith or willful misconduct. Sellers shall reimburse Sellers’ Representative for all costs and expenses, including reasonable professional fees, incurred and shall indemnify and hold harmless Sellers’ Representative against any loss, expense (including attorney’s fees incurred pursuant to Section 9.5) or other liability arising out of his service as Sellers’ Representative under this Agreement, other than for harm caused by an act of bad faith or willful misconduct. Sellers’ Representative may resign at any time by notifying in writing Buyer and Sellers. If Sellers’ Representative resigns, Sellers with a majority of the Prorata Share may elect a successor and may establish compensation for such Company Shareholdersuccessor. Notice of election of a new Sellers’ Representative shall be given to Buyer. Such successor Sellers’ Representative shall exercise the rights and powers of and be entitled to the indemnity, reimbursement and other benefits of, the original Sellers’ Representative.

Sellers’ Representative. Each Seller hereby designates ▇.▇. ▇▇▇▇▇▇ (aor such Person subsequently designated by ▇.▇. ▇▇▇▇▇▇ in writing) Effective as of the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean to execute any and all instruments or other documents on behalf of such Seller, and to do any and all other acts or things on behalf of such Seller, which the representativeSellers’ Representative acting in good faith may deem necessary or advisable, true and lawful agentor which may be required pursuant to this Agreement or otherwise, proxy and attorney in fact connection with the consummation of the Company Shareholders transactions contemplated hereby or thereby and the performance of all obligations hereunder or thereunder prior to, at or following the Closing, including, but not limited to, the exercise of the power to: (i) act for all purposes each Seller with respect to any adjustment to the Purchase Price, (ii) give and receive notices and communications to or from the Buyer relating to this Agreement or any of the transactions and other matters contemplated hereby, (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to, (A) indemnification or Purchase Price adjustment-related Claims by the Buyer or any other Buyer Indemnitee pursuant to Section 2.3 and/or Article 9, (B) any dispute between any Buyer Indemnitee and any such Seller, in each case relating to this Agreement, and (iv) take all actions necessary or appropriate in the Escrow Agreement, judgment of the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalfSellers’ Representative for the accomplishment of the foregoing. The Sellers’ Representative will shall have such powers authority and authority as are necessary power to act on behalf of each Seller with respect to the disposition, settlement or appropriate to carry out the functions assigned to it other handling of all claims under this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on all rights or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes obligations arising under this Agreement, including entering into agreements to effect the foregoing (which will . The Sellers shall be binding on bound by all Seller Parties) (it being understood action actions taken and documents executed by the Sellers’ Representative will be the sole and exclusive means of asserting in connection with this Agreement or addressing any claims on behalf of Seller Partiesotherwise pursuant to this Section 7.6, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, and the Escrow Agreement other Buyer Indemnitees shall be entitled to rely solely and each other Related Agreement and to take all other actions entirely on any action or refrain from taking all other actions that may be taken by decision of the Sellers’ Representative as the action or decision of such Seller. The Sellers’ Representative shall receive no compensation for its services. Notices or communications to or from the Sellers’ Representative shall constitute notice to or from each Seller. Any obligation of Buyer to make or deliver payments to the Sellers under this Agreement shall be deemed satisfied, in its entirety, upon delivery of such payment to Sellers’ Representative and, upon receipt thereof, Sellers’ Representative shall be solely liable for delivery thereof to the Sellers pursuant to the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity or bankruptcy of any such Company Shareholder.

Sellers’ Representative. (a) Effective as In order to efficiently administer (i) the determination and payment of the date Final Closing Statement of Net Working Capital and the Working Capital Adjustment, (ii) the distribution of any amounts payable or distributable to Sellers, (iii) the waiver of any condition to the obligations of the Company or the Sellers to consummate the Contemplated Transactions, and (iv) the defense and/or settlement of any Proceedings with respect to which the Buyer or the Company may be entitled to be indemnified pursuant to Section 10.2 hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes of by approving this Agreement, or by executing and delivering any of the term Closing deliveries contemplated by the Contemplated Transactions, Sellers hereby designate ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as their representative (the “Sellers’ Representative” will mean the representative”). (b) Sellers, true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of by executing this Agreement, shall authorize the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate to make all decisions relating to the transactions contemplated by this Agreementdetermination of the Closing Date Purchase Price, the Final Closing Statement of Net Working Capital and the Working Capital Adjustment, (ii) pay such Person’s expenses (whether incurred on to make all decisions relating to the distribution of any amounts payable or after distributable to or from Sellers hereunder, in accordance with this Agreement and the date hereof) incurred in connection with the negotiation and performance of this Escrow Agreement, (iii) receive, give receipt and disburse to take all action necessary in connection with the waiver of any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds condition to the extent it reasonably determines obligations of the Company or the Sellers to consummate the Contemplated Transactions, or the defense and/or settlement of any Proceedings with respect to which Buyer or the Company may be necessary in accordance with the terms entitled to be indemnified pursuant to Section 10.2 hereof, (iv) execute to give and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requestsreceive all notices required to be given under this Agreement or the Escrow Agreement, (v) execute to take any and deliver all additional action as is contemplated to be taken by or on behalf of such Person all documents contemplated Sellers by the terms of this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Escrow Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) to take all other actions to be taken by or on behalf of such Person Sellers in connection herewith, (vii) negotiateto withhold funds to pay Seller-related expenses and obligations, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements (viii) to effect the foregoing (which will be binding on all Seller Parties) (it being understood action withhold additional funds as determined by the Sellers’ Representative will in its discretion to pay future or contingent Seller expenses and obligations and (ix) to seek recourse against any Seller for the benefit of the other Sellers in the event of a disbursement to the Buyer or the Company due to any breach of the representations and warranties made by such Seller as to himself, herself, or itself and his, her or its Shares and/or Options in a Closing delivery. (c) In the event that the Sellers’ Representative becomes unable to perform his responsibilities hereunder or resigns from such position, Sellers holding, prior to the Closing, a majority of the Shares outstanding as set forth on Schedule 3.3 shall select another representative to fill such vacancy, and upon such approval such substituted representative shall be deemed to be the sole Sellers’ Representative for all purposes of this Agreement. (d) All decisions and exclusive means actions by the Sellers’ Representative, including, without limitation, any agreement between the Sellers’ Representative and the Buyer relating to the determination of asserting the Closing Date Purchase Price, the Final Closing Statement of Net Working Capital or addressing the Working Capital Adjustment or the defense or settlement of any claims on behalf Proceedings with respect to which Buyer or the Company may be entitled to be indemnified pursuant to Section 10.2 hereof, shall be binding upon all of Seller Partiesthe Sellers, and no Seller Party will shall have the right to object, dissent, protest or otherwise contest the same. (e) By approving this Agreement, Sellers agree that: (i) Buyer and the Company shall be able to rely conclusively on the written instructions and decisions of the Sellers’ Representative as to the determination of the Closing Date Purchase Price, the Final Closing Statement of Net Working Capital or the Working Capital Adjustment or the settlement of any claims for indemnification by Buyer or the Company pursuant to Section 10.2 hereof or any other actions required to be taken by the Sellers’ Representative hereunder, and no Seller or party hereunder shall have any right to act on its own behalf with respect to cause of action against Buyer or the Company for any action taken by any such mattersPerson in reliance upon the instructions or decisions of the Sellers’ Representative; (ii) all actions, other than decisions and instructions of the Sellers’ Representative in accordance with this Section 11.4 shall be conclusive and binding upon all of the Sellers and no Seller shall have any claim or dispute cause of action against the Sellers’ Representative)Representative for any action taken, (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, decision made or instruction given by the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties Sellers’ Representative under this Agreement, except for fraud or willful breach of this Agreement or the Escrow Agreement by the Sellers’ Representative; (iii) the provisions of this Section 11.4 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Seller may have in connection with the Contemplated Transactions or the Escrow Agreement; (iv) the provisions of this Section 11.4 shall be binding upon the executors, heirs, legal representatives and successors of each Seller, and any references in this Agreement or the Escrow Agreement to a Seller or Sellers shall mean and include the successors to Sellers’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise; (v) the fees and expenses to be paid at or prior to Closing (either through available cash of the Company or from the Closing Date Purchase Price) shall include the sum of $300,000 to be paid to the Sellers’ Representative and to be used by the Sellers’ Representative for the payment of costs and expenses reasonably incurred by the Sellers’ Representative in connection with the exercise by it of the authority granted to it herein and in the Seller deliveries (including reasonable attorney fees and expenses and the fees and expenses of any accountants or other professional advisors retained by the Sellers’ Representative and any Working Capital Adjustment owed after Closing by Sellers pursuant to the terms of this Agreement). From time to time after the Closing, Sellers’ Representative may distribute to Sellers, pro rata in accordance with the Sellers’ ownership of Shares, such portion of such sum as the Sellers’ Representative reasonably determines will not be needed for the payment of future costs and expenses. After the final resolution of all claims asserted against, or asserted by or on behalf of, Sellers hereunder or under the Escrow Agreement and each other Related Agreement the final distribution to Sellers of all monies that are or could be distributable to them hereunder or under the Escrow Agreement, any portion of such sum remaining shall be distributed to Sellers pro rata in accordance with the Sellers’ ownership of Shares; provided, however, that if the Sellers’ Representative incurs costs and expenses disproportionately due to take a Seller’s breach of his, her or its representations and warranties made by such Seller in one of the Seller deliveries as to himself, herself or itself, or his, her or its Shares or Options, such breaching Seller shall reimburse the Sellers’ Representative for the additional costs and expenses disproportionately incurred; and (vi) they will indemnify and hold harmless the Sellers’ Representative, severally and jointly, from and against any and all other actions damages which may at any time be imposed on, incurred by or refrain from taking all other actions that may asserted against the Sellers’ Representative in any way relating to or arising out of this Agreement, or any related agreement or instrument or any action taken or omitted to be taken by the Sellers’ Representative under or in connection herewith, unless such damages resulted solely from the bad faith or willful misconduct of the Sellers’ Representative. (f) All fees and expenses reasonably incurred by the Sellers’ Representative in excess of $300,000 shall be paid from any funds otherwise due to Sellers (including funds due to the Sellers from the Escrow and eligible for distribution in accordance with the terms of this Agreement, Agreement and the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable ) in proportion to them hereunder, irrevocably grant unto the Sellers’ Representative full power ownership of the Shares and authority if no funds are available from the Escrow, then directly from Sellers in proportion to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf ownership of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity or bankruptcy of any such Company ShareholderShares received by each Seller.

Sellers’ Representative. (a) Effective as The Sellers, by approving the principal terms of the date hereofMerger (including by executing the Support Agreements), Mercury Fund 2 Holdco hereby constitute and appoint Shareholder Representative Services LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will shall mean the sole and exclusive representative, true and lawful agent, proxy and attorney in attorney-in-fact of the Company Shareholders Sellers for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related the Payments Administrator Agreement, with full power of substitution or re-substitution and authority on such Personeach Seller’s behalf. The Sellers’ Representative will have such powers and authority as are necessary , notwithstanding any dispute or appropriate to carry out disagreement among the functions assigned to it under this Agreement and any Related Agreement, including to: Sellers after the Closing (i) to consummate the transactions contemplated by this Agreementherein, (ii) to pay such PersonSeller’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this AgreementAgreement to the extent funds are available in the Sellers’ Representative Expense Fund, (iii) to receive, give receipt and disburse any funds the Sellers’ Representative Expense Fund received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of or to such Person Seller and each other Seller and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereofnecessary, (iv) to execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person Seller all documents contemplated by this Agreement herein and any amendment or waiver hereto or thereto or to after the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein)Closing, (viv) to take all other actions to be taken by or on behalf of such Person Seller in connection herewith, (viivi) to negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements without limitation, disputes regarding Estimated Working Capital and any adjustment pursuant to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative)Section 2.11, (viiivii) to give and receive notices on behalf of such Person, the Sellers and (ixviii) to do each and every act and exercise any and all rights which such Person Seller is, or the Company Shareholders Sellers collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company ShareholdersSellers, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders Sellers might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholdersdo in person. Each of the Company Shareholders Sellers agrees that such agency is and proxy are coupled with an interest, is therefor are therefore irrevocable without the consent of the Sellers’ Representative and will shall survive the death, incapacity or bankruptcy of any such Company ShareholderSeller.

Sellers’ Representative. (a) Effective as Sellers have agreed that it is desirable to designate a representative to act on behalf of the date hereofSellers for certain limited purposes, Mercury Fund 2 Holdco LLC as specified herein. Each Seller hereby is constituted and appointed as appoints the Sellers’ Representative. For purposes of this Agreement, Representative to act as the term “Sellers’ Representative” will mean the representative, such Seller’s true and lawful agent, proxy and attorney in attorney-in-fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power of substitution to (i) determine the Final Purchase Price and authority on such Person’s behalf. The to pay Sellers’ Representative will have such powers expenses in connection with the determination of the Final Purchase Price, (ii) execute and authority as are necessary deliver the Escrow Agreement on behalf of Sellers and take all actions contemplated by the Escrow Agreement on behalf of Sellers, (iii) execute all documents and take all other actions that may be necessary, convenient or appropriate to carry out facilitate the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate consummation of the transactions contemplated by this Agreement, (iiiv) pay such Person’s expenses (whether incurred on make all determinations, elections, consents, notices, agreements and other actions permitted or after the date hereof) incurred in connection with the negotiation required under or pursuant to this Agreement and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requestsAgreement, (v) execute and deliver on behalf of such Person all documents contemplated by administer this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Escrow Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by amend or on behalf waive any term of such Person in connection herewiththis Agreement and the Escrow Agreement, (vii) negotiate, settle, compromise and or otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than resolve any claim or dispute against under or with respect to this Agreement and the Sellers’ Representative)Escrow Agreement, including any claim for indemnification asserted pursuant to Article VIII, and (viii) give otherwise exercise all rights of the Sellers and receive notices otherwise act on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise Sellers under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement and the Escrow Agreement, in each case as fully if the applicable Seller had personally done such act. (b) All determinations, elections, consents, notices, agreements and other actions permitted or required to all intents be made by the Sellers under this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby shall be made exclusively by the Sellers’ Representative on behalf of the Sellers. (c) Buyer and purposes the Escrow Agent shall be entitled to rely upon any document or other paper delivered by the Sellers’ Representative as (i) genuine and correct, and (ii) having been duly signed or sent by the Company Shareholders might Sellers’ Representative, and neither the Buyer nor Escrow Agent shall not be liable to any Seller for any action taken or could do; providedomitted to be taken by Buyer or the Escrow Agent in such reliance. (d) Any expenses incurred by the Sellers’ Representative in connection with the performance of Sellers’ Representative’s duties under this Agreement shall be the personal responsibility of the Sellers’ Representative. (e) The Sellers’ Representative may resign at any time, however, and the Sellers’ Representative may be removed by the unanimous vote of Sellers. In the event that the Sellers’ Representative will have has resigned or been removed, a new Sellers’ Representative shall be appointed by the vote of Sellers, such appointment to become effective upon the written acceptance thereof by the new Sellers’ Representative; provided that no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent resignation or removal of the Sellers’ Representative shall be effective until such time as the new Sellers’ Representative has been effectively appointed and will survive notice of such appointment has been delivered to Buyer. The Sellers’ Representative shall at all times be entitled to rely on any directions received from the deathSellers. The Sellers’ Representative shall be entitled to engage such counsel, incapacity experts and other agents and consultants as it shall deem reasonably necessary in connection with exercising its powers and performing its functions hereunder and (in the absence of bad faith on the part of the Sellers’ Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. (f) Buyer and its Affiliates shall be entitled to deal exclusively with the Sellers’ Representative with respect to all matters with respect to the Sellers (in their capacities as such) arising under or bankruptcy related to this Agreement or the Escrow Agreement or any of the transactions contemplated hereby. Buyer and its Affiliates shall be entitled to rely upon, and shall be fully protected in relying upon, any such Company Shareholderact or omission of, or any other exercise of power or authority by, the Sellers’ Representative without independent investigation. Neither Buyer nor any of its Affiliates shall have any liability to any Seller or any other constituencies for any act or omission of the Sellers’ Representative.

Sellers’ Representative. (a) Effective as Without any further act of the date hereofSellers, Mercury Fund 2 Holdco LLC Sellers’ Representative is hereby is constituted appointed, authorized and appointed empowered to act as the representative, for the benefit of Sellers, and as the exclusive agent and attorney-in-fact to act on behalf of each Seller, in connection with and to facilitate the consummation of the transactions contemplated under this Agreement and any Transaction Document, including pursuant to the Escrow Agreement, which shall include the power and authority: (i) to execute and deliver the Escrow Agreement, the Assignment Agreement and any other Transaction Documents (with such modifications or changes therein as to which Sellers’ Representative. For purposes , in its sole discretion, shall have consented), including directly on behalf of one or more Sellers, and to agree to such amendments or modifications thereto (including, for the avoidance of doubt, this Agreement, the term “) as Sellers’ Representative” will mean , in its reasonable discretion, determines to be desirable; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the representative, true Transaction Documents and lawful agent, proxy and attorney in fact the consummation of the transactions contemplated hereby and thereby as Sellers’ Representative, in its reasonable discretion, may deem necessary or desirable; (iii) to use the Representative Expense Amount to satisfy costs, expenses and/or Liabilities of Sellers’ Representative or Sellers in connection with matters related to this Agreement and/or the Transaction Documents, with any balance of the Representative Expense Amount not used for such purposes to be disbursed and paid to Sellers at such time as Sellers’ Representative determines in its reasonable discretion that no additional such costs, expenses and/or Liabilities shall become due and payable; (iv) to collect and receive all moneys and other proceeds and property payable to Sellers’ Representative from the Adjustment Escrow Account, the Indemnity Escrow Account, the Indemnified Tax Escrow Account or otherwise as described herein, and, subject to any applicable withholding retention Laws, and net of any out-of-pocket expenses incurred by Sellers’ Representative (including any Company Shareholders Transaction Expenses paid by Sellers’ Representative in excess of the Representative Expense Amount), Sellers’ Representative shall disburse and pay the same to Sellers; (v) to enforce and protect the rights and interests of Sellers and to enforce and protect the rights and interests of their Representatives arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein, and to take any and all purposes actions which Sellers’ Representative believes are necessary or appropriate under the Escrow Agreement and/or this Agreement for and on behalf of Sellers, including asserting or pursuing any claim, action, Proceeding or investigation against Buyer or its Affiliates, compromising or settling any such claims, actions, Proceedings or investigations, conducting negotiations with Buyer, its Affiliates their respective Representatives regarding such claims, actions, Proceedings or investigations, and, in connection therewith, to: (A) assert any claim or institute any action, Proceeding or investigation; (B) investigate, defend, contest or litigate any claim, action, Proceeding or investigation initiated by Buyer, its Affiliates or any other Person, or by any federal, state or local Governmental Authority against Sellers’ Representative and/or any of Sellers, and receive process on behalf of any or all Sellers in any such claim, action, Proceeding or investigation and compromise or settle on such terms as Sellers’ Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such claim, action, Proceeding or investigation; (C) file any proofs of debt, claims and petitions as Sellers’ Representative may deem advisable or necessary; (D) settle or compromise any claims asserted under the Escrow Agreement; and (E) file and prosecute appeals from any decision, judgment or award rendered in any such action, Proceeding or investigation, it being understood that Sellers’ Representative shall not have any obligation to take any such actions, and shall not have any Liability for any failure to take any such actions; (vi) to refrain from enforcing any right of any Seller and/or Sellers’ Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any other agreement, instrument or document in connection with the foregoing; provided, that no such failure to act on the part of Sellers’ Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, the Paying Agent Agreement and shall be deemed a waiver of any other Related Agreement, with full power and authority on such Person’s behalf. The right or interest by Sellers’ Representative will have or by such powers Seller unless such waiver is made in writing signed by the waiving party or by Sellers’ Representative; and (vii) to make, execute, acknowledge and authority as are deliver all such other agreements, guarantees, Orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that Sellers’ Representative, in its reasonable discretion, may consider necessary or appropriate proper or convenient in connection with or to carry out the functions assigned to it under this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on the Transaction Documents, and all other agreements, documents or after the date hereof) incurred instruments referred to herein or therein or executed in connection with the negotiation herewith and performance of this Agreement, therewith. (iiib) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will shall not be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect entitled to any such mattersfee, commission or other than any claim or dispute against compensation for the performance of its services hereunder, but shall be entitled to reimbursement from Sellers of all its expenses incurred as Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under . In connection with this Agreement, the Escrow Agreement and each any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon Sellers’ Representative hereunder (i) Sellers’ Representative shall incur no responsibility whatsoever to any Seller by reason of any error in judgment or other Related act or omission performed or omitted hereunder or in connection with the Escrow Agreement or any such other agreement, instrument or document, excepting only responsibility for any act or failure to act which represents willful misconduct, and (ii) Sellers’ Representative shall be entitled to take rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of Sellers’ Representative pursuant to such advice shall in no event subject Sellers’ Representative to Liability to any Seller. Sellers shall indemnify Sellers’ Representative against all losses, damages, Liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other actions experts’ fees and the amount of any judgment against them, of any nature whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or refrain from taking all other actions defending against any litigation, commenced or threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or Proceeding or in connection with any appeal thereof, relating to the acts or omissions of Sellers’ Representative hereunder, or under the Escrow Agreement or otherwise in its capacity as Sellers’ Representative. The foregoing indemnification shall not apply in the event of any action or Proceeding which finally adjudicates the Liability of Sellers’ Representative hereunder for its willful misconduct. (c) The Parties acknowledge and agree that may Sellers’ Representative, in its capacity as such, is a party to this Agreement solely to perform certain administrative functions in connection with the consummation of the transactions contemplated hereby. Accordingly, the Parties acknowledge and agree that Sellers’ Representative shall have no Liability to, and shall not be taken by liable for any losses of, any Seller in connection with any obligations of Sellers’ Representative, in Sellers’ Representative’s capacity as such, under this Agreement or the Escrow Agreement or otherwise in respect of this Agreement or the transactions contemplated hereby. (d) All of the indemnities, immunities and powers granted to Sellers’ Representative under this Agreement shall survive the terms Closing Date and/or any termination of this AgreementAgreement and/or the Transaction Documents. (e) Each of Buyer and its Affiliates and the Escrow Agent shall have the right to rely upon all decisions, consents, instructions or actions taken or omitted to be taken by Sellers’ Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon Sellers, and each of Buyer, its Affiliates and the Paying Escrow Agent Agreement are hereby relieved from any liability to any Seller or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the its Affiliates or Sellers’ Representative full power for acts done by them in reliance on any such decision, consent, instruction or action of Sellers’ Representative. (f) The grant of authority provided for herein (i) is coupled with an interest and authority to do shall be irrevocable and perform each survive the death, incompetency, bankruptcy or liquidation of any Seller, and every act and thing necessary or desirable to be done in connection with (ii) shall survive the consummation of the transactions contemplated by this Agreement. Without limiting the foregoing, as fully and notwithstanding anything to all intents and purposes as the contrary in this Agreement, the Company Shareholders might LP Agreement or could do; any Organizational Documents of the Acquired Companies, (A) payments made by or on behalf of Buyer in full satisfaction of its obligations under this Agreement and in accordance with the terms of this Agreement shall satisfy in full Buyer’s obligations to the Sellers with respect to the Purchase Price (including under the Company LP Agreement and any other payments to be made hereunder or with respect to the CTOS Company Interests or the Blocker Company Interests), and (B) each Seller acknowledges and agrees that it will not make any claim against Buyer or the Company for any other amounts under the Company LP Agreement, whether or not the Purchase Price (or any allocation of the Purchase Price herein) is consistent with the Company LP Agreement or any such Organizational Documents, and whether or not any portion of such amounts paid by or on behalf of Buyer in accordance with this Agreement is paid to such Seller, provided, however, that this Section 11.17(f) does not alter any rights of a Seller under any Rollover Agreement to which it is a party (except with respect to the Sellers’ Representative will have no obligation to act on behalf terms of this Agreement incorporated into the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity or bankruptcy of any such Company ShareholderRollover Agreement).

Sellers’ Representative. (a) Effective as of the date hereof, Mercury Fund 2 Holdco LLC Each Seller hereby is constituted and appointed as the irrevocably appoints Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the Representative as such Seller’s representative, true attorney-in-fact and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power of substitution (and authority such appointment is coupled with an interest and is irrevocable) to act in the name, place and stead of such Seller, to act on behalf of such Person’s behalf. The Seller in any amendment of or litigation or arbitration involving this Agreement, including defending, negotiating, settling or otherwise dealing with Claims under Sections 2 or 7, and to do or refrain from doing all such further acts and things, and to execute all such documents, as Sellers’ Representative will have such powers and authority as are deems necessary or appropriate to carry out in conjunction with any of the functions assigned to it under this Agreement and any Related AgreementTransactions, including to: the power: (i1) consummate the transactions contemplated by this Agreementto negotiate, (ii) pay such Person’s expenses (whether incurred on execute and deliver all ancillary agreements, statements, certificates, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or after the date hereof) incurred permitted to be given in connection with the negotiation consummation of the Transactions, including pursuant to this Agreement and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the that each Seller will be deemed to have executed and delivered any such documents which Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right agrees to act on its own behalf with respect execute); (2) to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive all notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, communications to be given or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties received under this Agreement, the Escrow Agreement and each other Related the Transactions and to receive service of process in connection with any indemnification notice, the Escrow Agreement and the Transactions, including service of process; and (3) to take all other actions or refrain from taking all other actions that under this Agreement and the Transactions may be taken by the S▇▇▇▇▇▇ and to do or refrain from doing any further act or deed on behalf of Sellers that Sellers’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Transactions as fully and completely as such Seller could do if personally present or represented. (b) Sellers’ Representative will not be liable to any Seller for any act taken or omitted by it as permitted under the terms of this Agreement, the Escrow AgreementAgreement and the Transactions, the Paying Agent Agreement except if such act is taken or any other Related Agreementomitted in bad faith or by willful misconduct. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation also be fully protected against Sellers, and will not be liable in any way, in relying upon any written notice, demand, certificate or document that he in good faith believes to act be genuine (including facsimiles thereof). As to any matters not expressly provided for in this Agreement, Sellers’ Representative will not be required to exercise any discretion or take any action on behalf of the Company ShareholdersSellers. Each of the Company Shareholders agrees that such agency is coupled with an interestBuyer may conclusively rely upon, is therefor irrevocable without the consent of the independent verification or investigation, all decisions made by Sellers’ Representative in connection with this Agreement, and will survive have no liability for any actions taken by Sellers’ Representative. (c) Sellers agree, severally but not jointly, to indemnify Sellers’ Representative for, and to hold Sellers’ Representative harmless against, any loss, liability or expense arising out of, relating to or resulting from any action taken or omitted to be taken without gross negligence, willful misconduct or bad faith on the deathpart of Sellers’ Representative, incapacity in connection with Sellers’ Representative’s carrying out its duties under this Agreement, the Escrow Agreement and the Transactions, including costs and expenses of successfully defending Sellers’ Representative against any Claim of liability with respect thereto. Sellers’ Representative may consult with counsel, accountants or bankruptcy experts of its own choice and will have full and complete authorization and will not be liable for any action taken or omitted to be taken in good faith in accordance with the opinion of such Company Shareholdercounsel, accountants or experts. (d) If T▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ becomes unable to serve as Sellers’ Representative, such other Person or Persons as may be designated by Sellers or their successors will succeed as Sellers’ Representative. If no such successor is designated by Sellers within five Business Days after the withdrawal of Sellers’ Representative, Sellers’ Representative will designate such successor. (e) Sellers’ Representative’s reasonable out-of-pocket expenses will be paid by S▇▇▇▇▇▇.

Sellers’ Representative. (a) Effective Sellers have irrevocably appointed Gre▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ act as the sole and exclusive representative (the "Sellers' Representative") to make all decisions and determinations on behalf of the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to it Sellers under this Agreement that the Sellers' Representative may deem necessary or appropriate. Without limiting the generality of the immediately preceding sentence, the Sellers' Representative may, in his sole good faith discretion, object to, settle or compromise any Notice of Damages made by Buyer under this Agreement or any dispute with respect to the final Cash Amount, the Adjustment Amount, the Purchase Price Adjustment or the Accounts Receivable Deficiency, and authorize payments to be made with respect thereto. All action taken by the Sellers' Representative hereunder shall be binding upon the Sellers and their successors as if expressly confirmed and ratified in writing by each of them, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. All actions, decisions and instructions of the Sellers' Representative shall be conclusive and binding upon all of the Sellers and no Seller shall have any Related cause of action against the Sellers' Representative for any action taken, decision made or instruction given by such Sellers' Representative under or with respect to this Agreement or the Stock Purchase Agreement, including to: except for gross negligence or willful misconduct by such Sellers' Representative. (ib) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s The Sellers' Representative will be entitled to reimbursement of reasonable costs and expenses (whether incurred on or after the date hereofincluding reasonable attorneys' fees and arbitration costs) incurred by him or her in connection with the negotiation performance of his or her services and performance functions under or relating to this Agreement and/or the Stock Purchase Agreement (the "Expenses"). At the Closing, a sum equal to one percent (1%) of the Estimated Purchase Price shall be placed into an interest-bearing escrow account (the "Sellers' Representative Escrow") established by the Sellers' Representative from which the Sellers' Representative shall have the right to withdraw the Expenses, from time to time, in his discretion. When all Escrow Funds have been disbursed as provided in this Agreement and the Expenses have been paid, the Sellers' Representative shall disburse any balance remaining in the Sellers' Representative Escrow as additional 68 Purchase Price to the Sellers, in the manner set forth in Section 8 of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that if the Sellers’ ' Representative believes, in his discretion, that he may incur additional Expenses subsequent to such time in connection with any potential claims that may be asserted against the Sellers' Representative or otherwise, the Sellers' Representative shall have the right to retain such portion of the remaining balance in the Sellers' Representative Escrow for such period of time as he deems necessary, in his discretion, to cover such Expenses. Upon determination by the Sellers' Representative that no further Expenses will have no obligation be incurred, the Sellers' Representative shall thereafter disburse any balance remaining in the Sellers' Representative Escrow as provided above. (c) The Sellers' Representative, or any successor to him hereafter appointed, may resign and shall be discharged of his duties hereunder upon the appointment of a successor Sellers' Representative as hereinafter provided. In case of the resignation or the death or inability to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ ' Representative appointed by Sellers, or any of his successors, a successor shall be named by the vote of a majority in interest of the Sellers. Each such successor Sellers' Representative shall have the power, authority, rights and will survive privileges hereby conferred upon the deathoriginal Sellers' Representative succeeded by him, incapacity or bankruptcy of any such Company Shareholderand the term "Sellers' Representative" as used herein shall be deemed to include a successor Sellers' Representative.

Sellers’ Representative. (a) Effective as of 10.1 Until the last date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out the functions assigned to which it under this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with for the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, Purchaser or the Company Shareholders collectively are, permitted or required Purchaser’s Parent and the Sellers to do or exercise under this Agreement have dealings with each other in respect of their rights and (x) authorize the release of funds to the Buyer Parties obligations under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions Sellers shall procure that may there shall be taken by one person (the “Sellers’ Representative under Representative”) that shall have the terms of this Agreementright, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of each Seller: (a) to make decisions in relation to dealings with each other in respect of their rights and obligations under this Schedule and the Company Shareholders. Tax Warranties; (b) to receive and to distribute all notices and other communications to any Seller in relation to this Schedule and the Tax Warranties; and (c) generally to act for and on behalf of each Seller in respect of such dealings. 10.2 Each of Seller shall be deemed automatically to have consented to the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent appointment of the Sellers’ Representative and will survive the deathright, incapacity power and authority of the Sellers’ Representative and the exercise thereof. Such right, power and authority shall be exercised so that: (a) all decisions shall be made within the period (if any) required by this Schedule or, if applicable, the relevant Tax Warranties (and in that connection the Sellers’ Representative shall have the right to act upon the instructions of the Sellers, in such numbers or bankruptcy determined by such classes as they may agree, PROVIDED THAT the Sellers’ Representative shall have full right, power and authority to act in the absence of such instructions); and (b) each Seller shall not otherwise attempt to exercise any right, power or authority in relation to this Schedule or, if applicable, the relevant Tax Warranties in lieu of the Sellers’ Representative, even if such Company ShareholderSeller shall be prejudiced thereby. 10.3 The initial Sellers’ Representative is ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. 10.4 Any change in the Sellers’ Representative or the persons through which it shall act shall not be effective until three of the Sellers shall have notified the Purchaser as to such change. 10.5 The Sellers’ Representative shall provide to the Purchaser such evidence as the Purchaser shall reasonably request to evidence the appointment of the Sellers’ Representative and, where relevant, the persons through which it shall act.

Sellers’ Representative. (a) Effective as of By the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted execution and appointed as the Sellers’ Representative. For purposes delivery of this Agreement, the term “Sellers’ Representative” will mean the representativeeach Seller hereby irrevocably constitutes and appoints ▇▇. ▇▇▇▇▇ ▇. Gupta as his, her or its true and lawful agentagent and attorney-in-fact (the "Sellers' Representative"), proxy with full power of substitution to act in such Seller's name, place and attorney in fact of the Company Shareholders for stead with respect to all purposes transactions contemplated by and all terms and provisions of this Agreement, Agreement and the Escrow Agreement, and to act on such Seller's behalf in any dispute, litigation or arbitration involving this Agreement or the Paying Agent Agreement and any other Related Escrow Agreement, with full power and authority to do or refrain from doing any further act or deed on behalf of such Person’s behalf. The Seller which the Sellers’ ' Representative will have such powers and authority as are shall deem necessary or appropriate in its sole discretion relating to carry out the functions assigned to it under subject matter of this Agreement and any Related the Escrow Agreement, as fully and completely as such Seller could do if personally present, including to: the power: (i) to waive any condition to the obligations of such Seller to consummate the transactions contemplated by this Agreement or the Escrow Agreement, ; (ii) pay to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of such Person’s expenses (whether incurred on Seller which the Sellers' Representative deems necessary or after the date hereof) incurred appropriate in connection with the negotiation and performance consummation of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents transactions contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken by or on behalf of such Person in connection herewith, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement; and (iii) to receive on behalf of, the Paying Agent Agreement or and to distribute (after payment of any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable unpaid expenses chargeable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done Sellers in connection with the transactions contemplated by this Agreement and the Escrow Agreement), as fully all amounts payable to all intents such Seller under the terms of this Agreement and purposes as the Company Shareholders might or could do; provided, however, Escrow Agreement. (b) Each Seller acknowledges and agrees that the Shares set forth opposite such Seller's name on Exhibit A is true and correct. Each Seller further agrees that the calculation of the Buyer Shares, if applicable, and the Common Merger Consideration to be received by such Seller hereunder (as determined in accordance with Section 1.1 and Section 1.8(b)), represents the full amount to which such Seller is entitled in respect of such Seller's Shares. RBC agrees that the calculation of RBC Buyer Shares and the consideration to be received by it hereunder (as determined in accordance with Section 1.1 and Section 1.8(a)), represents the full amount to which RBC is entitled in respect of its Preferred Stock (and accrued but unpaid dividends thereon) and the RBC Warrant. (c) The appointment of the Sellers’ ' Representative will have no obligation to act shall be deemed coupled with an interest and shall be irrevocable, and Buyer, its affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Sellers' Representative on behalf of Sellers in all matters relating to this Agreement and the Escrow Agreement. All notices delivered by Buyer or the Company Shareholders(following the Closing) to the Sellers' Representative (whether pursuant to this Agreement or otherwise) shall constitute notice to Sellers. Each The Sellers' Representative shall act for Sellers on all of the matters set forth in this Agreement and the Escrow Agreement in the manner the Sellers' Representative believes to be in the best interest of and equitable to Sellers and consistent with its obligations under this Agreement, but the Sellers' Representative shall not be responsible to Sellers for any loss or damages it or they may suffer by reason of the performance by the Sellers' Representative of its duties under this Agreement or the Escrow Agreement, other than loss or damage arising from willful violation of the law. In no case shall Buyer, the Company Shareholders (following the Closing) or any of Buyer's Affiliates be responsible to the Sellers or the Sellers' Representative for any loss or damages it or they may suffer by reason of the performance by the Sellers' Representative of its duties under this Agreement or the Escrow Agreement. (d) Each Seller agrees that to indemnify and hold harmless the Sellers' Representative from any Losses incurred by the Sellers' Representative arising from the performance of its duties as the Sellers' Representative hereunder, including the cost of legal counsel retained by the Sellers' Representative on behalf of Sellers, but excluding any loss or damage arising from willful violation of the law. (e) At the Closing, Buyer shall deduct One Hundred Thousand Dollars ($100,000) from the Purchase Price (the "Sellers' Representative Expenses Advance" and shall pay such agency is amount to the Sellers' Representative. The Sellers' Representative shall use such funds solely in connection with the performance of its duties as the Sellers' Representative hereunder and, upon the eighteen-month anniversary of the Closing (or such earlier date at the Sellers' Representative's discretion), shall pay any remaining amount to the Sellers and the holders of Company Stock Options, pro rata according to their ownership of Shares (assuming exercise of each Company Stock Option whether or not then vested) as of immediately prior to the Closing (without giving effect to any Rollover Shares exchanged pursuant to Section 1.1). (f) All actions, decisions and instructions of the Sellers' Representative taken, made or given pursuant to the authority granted to the Sellers' Representative pursuant to this Section 1.15 shall be conclusive and binding upon each Seller and each holder of Company Stock Options, and no Seller or optionholder shall have the right to object, dissent, protest or otherwise contest the same. (g) The provisions of this Section 1.15 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interestinterest and surviving death or dissolutions, is therefor irrevocable without the consent of granted by Sellers to the Sellers’ ' Representative and will survive shall be binding upon the deathexecutors, incapacity or bankruptcy heirs, legal representatives, successors and assigns of any such Company Shareholdereach Seller.

Sellers’ Representative. (a) Effective 10.6.1 Except as of the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes of otherwise provided in this Agreement, any right or action that may be taken at the term election of the Sellers will be taken by a duly appointed representative of the Sellers (the “Sellers’ Representative” will mean the representative, true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority ”) on such Person’s behalfbehalf thereof. The initial Sellers’ Representative will have be Stellex Capital Partners LP. Upon its resignation, the holders of a majority of the voting power of the Securities at any time prior to the Closing or, if after Closing, persons who held a majority of the voting power of the Securities at Closing may designate a successor Sellers’ Representative, subject to the approval of the selection of the successor Sellers’ Representative by Purchaser, such powers approval not to be unreasonably withheld. 10.6.2 Except as otherwise provided in this Agreement, any right or action that may be taken at the election of the Sellers will be taken by the Sellers’ Representative on behalf of the Sellers. Each of the Sellers hereby irrevocably appoints (except if, and authority only if, a successor Sellers’ Representative is appointed pursuant to Section 10.6.1 by the requisite vote of the relevant holders of Securities) the Sellers’ Representative (and any successor chosen as are Sellers’ Representative pursuant to Section 10.6.1) as the agent and attorney-in-fact of each of the Sellers for the purposes of acting in the name and stead of such Seller in: (a) receiving and holding -39- EAST\168212916.9 in trust and, if appropriate under this Agreement, distributing the Transaction Consideration and paying any associated costs and expenses of the transactions hereunder required to be paid by such Seller; (b) giving and receiving all notices permitted or required by this Agreement or the Escrow Agreement and acting on the Sellers’ behalf hereunder for all purposes specified in this Agreement or in the Escrow Agreement; (c) delivering any unit certificates or instruments of transfer for the Securities endorsed or executed by the Sellers to the Purchaser at Closing and any and all assignments relating thereto; (d) agreeing with the Purchaser as to any amendments to this Agreement that the Sellers’ Representative may deem necessary or appropriate to carry out advisable in the functions assigned to it under this Agreement and any Related Agreementbest interests of the Sellers, including to: (i) the extension of time in which to consummate the transactions contemplated by this Agreement, and the waiver of any conditions to Closing; (iie) pay employing legal counsel on behalf of the Sellers; (f) paying any legal, accounting, investment banking, or any other fees and expenses incurred by the Sellers’ Representative in consummating the transactions contemplated by this Agreement; (g) prosecuting, defending or settling claims arising under this Agreement or the Escrow Agreement; and (h) making, executing, acknowledging, and delivering all such Person’s expenses (whether incurred on Contracts, Orders, receipts, notices, requests, instructions, certificates, letters, and other writings, and in general doing all things and taking all actions, which the Sellers’ Representative in its sole discretion, may consider necessary or after proper in the date hereof) incurred best interests of the Sellers in connection with or to carry out the negotiation and performance terms of this Agreement, (iii) receiveas fully as if such Sellers were personally present and acting. This power of attorney and all authority conferred hereby is granted and conferred in consideration of those interests and for the purpose of completing the transactions contemplated hereby, give receipt and disburse this power of attorney and all authority conferred hereby shall be irrevocable and shall not be terminated by the Sellers or by operation of Law, whether by the termination of the Sellers’ Representative or by the occurrence of any funds received hereunder other event. If any Seller who is an individual should die or under the Paying Agent Agreement become incompetent or under the Escrow Agreement on behalf of such Person and to holdback from disbursement incapacitated, any such funds to the extent it reasonably determines may Seller that is a legal entity should be necessary in accordance with the terms hereofdissolved, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requestsliquidated, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment or waiver hereto or thereto or to the Paying Agent Agreementwound up, Escrow Agreement or any other Related Agreement (which will similar event should occur before the delivery of unit certificates or other instruments of transfer representing the Securities pursuant to this Agreement, such unit certificates and instruments shall nevertheless be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions to be taken delivered by or on behalf of such Person Seller in connection herewith, (vii) negotiate, settle, compromise accordance with the terms and otherwise handle all disputes under conditions of this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person is, or the Company Shareholders collectively are, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under pursuant to this Agreement shall be as valid as if such death, incompetence, incapacity, dissolution, termination, winding up, or other similar event had not occurred, regardless of whether the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement Purchaser or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary has received notice of such death, incompetence, incapacity, dissolution, termination, winding up, or desirable to other similar event. The Sellers’ Representative will be done in connection with promptly reimbursed by the transactions contemplated Sellers for all reasonable expenses, disbursements, or advances incurred by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation in such capacity upon demand. The Sellers, severally and not jointly, agree to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of indemnify and hold harmless the Sellers’ Representative Representatives for and will survive from any Damages it may incur as a result of its duties hereunder or any of its actions or inactions as such, except as may result from the deathSellers’ Representative’s actions that would constitute fraud, incapacity breach of fiduciary duty, willful misconduct, or bankruptcy of any such Company Shareholdergross negligence.

Sellers’ Representative. (a) Effective as of the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as Pursuant to the Sellers’ Representative. For purposes of this ' Representative Agreement, the term “Sellers have appointed the Sellers’ Representative” will mean the ' Representative to act as each such Seller's representative, true attorney-in-fact and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreement, with full power and authority on such Person’s behalf. The Sellers’ Representative will have such powers and authority as are necessary or appropriate to carry out do all of the functions assigned to it under this Agreement and any Related Agreement, including to: following: (i) consummate the transactions contemplated by this Agreement, (ii) pay such Person’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary in accordance with the terms hereof, (iva) execute and deliver and receive, on behalf of such Person any Letter of Transmittal each Seller, all amendments, certificates, statements, notices, consents, approvals, extensions, waivers, and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by this Agreement and any amendment undertakings required or waiver hereto or thereto or to the Paying Agent Agreement, Escrow Agreement or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions permitted to be taken by or on behalf of such Person in connection herewithmade, (vii) negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including entering into agreements to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by the Sellers’ Representative will be the sole and exclusive means of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative), (viii) give and receive notices on behalf of such Person, (ix) do each and every act and exercise any and all rights such Person isgiven, or the Company Shareholders collectively are, permitted or required to do or exercise delivered under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the Sellers’ Representative under the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully ; (b) receive any amount delivered by Buyer to all intents such Seller pursuant to this Agreement; (c) respond to and purposes as make determinations with respect to the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation assertion of any claims for indemnification by Buyer and to act assert claims on behalf of such Seller pursuant to the Company Shareholdersterms of this Agreement; and (d) take all such other actions as may be necessary or desirable to carry out his responsibilities as Sellers' Representative. Each Buyer shall be entitled to rely, without further inquiry, on the authority of Sellers' Representative to take any action pursuant to this Agreement for or on behalf of each Seller and shall be entitled to make any payments required to be made by Buyer to Sellers hereunder to Sellers' Representative. If Sellers' Representative (or his successor or assign) shall resign, become incapacitated, die or otherwise cease to perform the Company Shareholders agrees that such agency is coupled with an interestduties as the Sellers' Representative, is therefor irrevocable without his successor (chosen pursuant to the consent terms of the Sellers’ ' Representative Agreement) shall become the Sellers' Representative and will survive the deathshall provide written notice to Buyer of his name, incapacity or bankruptcy of any such Company Shareholderaddress, telephone number, and facsimile number.

Sellers’ Representative. (a) Effective Each Seller constitutes and appoints ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as of its representative (the date hereof, Mercury Fund 2 Holdco LLC hereby is constituted and appointed as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” will mean the representative, ”) and its true and lawful agent, proxy and attorney in fact of the Company Shareholders for all purposes of this Agreement, the Escrow Agreement, the Paying Agent Agreement and any other Related Agreementfact, with full power and authority in its name and on its behalf: (i) to act on such PersonSeller’s behalf. The behalf in the absolute discretion of Sellers’ Representative will have such powers with respect to all matters relating to this Agreement, including execution and authority as are necessary delivery of any amendment, supplement, or appropriate to carry out the functions assigned to it under modification of this Agreement and any Related Agreement, including to: (i) consummate the transactions contemplated by waiver of any claim or right arising out of this Agreement, ; and (ii) pay such Person’s expenses (whether incurred on in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or after deemed advisable to effectuate the date hereof) incurred in connection with the negotiation and performance provisions of this Agreement, Section 10.3; and (iii) receive, give receipt and disburse any funds received hereunder or under the Paying Agent Agreement or under the Escrow Agreement on behalf of such Person and to holdback from disbursement any such funds provided that prior to the extent it reasonably determines may be necessary Seller’s Representative taking any action that would result in accordance liability or loss to, or settle or compromise any potential or actual claim against, the Sellers having a value of $250,000 (per claim or group of related claims across all Sellers as a group) or any decision that is of the sort that would have typically been determined by Target’s Board of Directors prior to closing, the Seller Representative shall obtain the prior written consent of both ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. This appointment and grant of power and authority is coupled with an interest and is in consideration of the terms hereof, (iv) execute and deliver on behalf of such Person any Letter of Transmittal and such further instruments as Buyer reasonably requests, (v) execute and deliver on behalf of such Person all documents contemplated by mutual covenants made in this Agreement and is irrevocable and will not be terminated by any amendment act of any Seller or waiver hereto by operation of law, whether by the death or thereto incapacity of any Seller or by the occurrence of any other event. Each Seller hereby consents to the Paying Agent taking of any and all actions and the making of any decisions required or permitted to be taken or made by Sellers’ Representative pursuant to this Section 10.3. Each Seller agrees that Sellers’ Representative shall have no obligation or liability to any Person for any action taken or omitted by Sellers’ Representative in good faith, and each Seller shall indemnify and hold harmless Sellers’ Representative from, and shall pay to Sellers’ Representative the amount of, or reimburse Sellers’ Representative for, any Loss that Sellers’ Representative may suffer, sustain, or become subject to as a result of any such action or omission by Sellers’ Representative under this Agreement. (b) Buyer shall be entitled to rely upon any document or other paper delivered by Sellers’ Representative as being authorized by Sellers, Escrow Agreement and Buyer shall not be liable to any Seller for any action taken or any other Related Agreement (which will be binding on all Seller Parties except as expressly set forth herein or therein), (vi) take all other actions omitted to be taken by or Buyer based on behalf of such Person in connection herewith, reliance. (viic) negotiate, settle, compromise and otherwise handle Until all disputes obligations under this AgreementAgreement shall have been discharged (including all indemnification obligations under Section 6), including entering into agreements Sellers who, immediately prior to effect the foregoing (which will be binding on all Seller Parties) (it being understood action by Closing, are entitled in the aggregate to receive more than 50% of the Purchase Price, may, from time to time upon notice to Buyer, appoint a new Sellers’ Representative will be upon the sole and exclusive means death, incapacity, or resignation of asserting or addressing any claims on behalf of Seller Parties, and no Seller Party will have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Sellers’ Representative). If, (viii) give and receive notices on behalf of such Personafter the death, (ix) do each and every act and exercise any and all rights such Person isincapacity, or the Company Shareholders collectively areresignation of Sellers’ Representative, permitted or required to do or exercise under this Agreement and (x) authorize the release of funds to the Buyer Parties under this Agreement, the Escrow Agreement and each other Related Agreement and to take all other actions or refrain from taking all other actions that may be taken by the a successor Sellers’ Representative under the terms of this Agreementshall not have been appointed by Sellers within 15 business days after a request by ▇▇▇▇▇, the Escrow Agreement, the Paying Agent Agreement or any other Related Agreement. The Company Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto the Buyer may appoint a Sellers’ Representative full power and authority from among the Sellers to do and perform each and every act and thing necessary or desirable fill any vacancy so created by notice of such appointment to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as the Company Shareholders might or could do; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Company Shareholders. Each of the Company Shareholders agrees that such agency is coupled with an interest, is therefor irrevocable without the consent of the Sellers’ Representative and will survive the death, incapacity or bankruptcy of any such Company Shareholder.