Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. (a) As of the Effective Time, without further act of any holder of Company Shares, the Shareholder Representative shall be appointed as agent and attorney-in-fact for each holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).

Shareholder Representative. (a) As Each of the Effective TimeCompany Indemnifying Persons hereby appoints OrbiMed Israel Partners, without further act of any holder of Company SharesLimited Partnership, the Shareholder Representative shall be appointed as its agent and attorney-in-fact fact, as the Shareholder Representative for each holder and on behalf of the Company Shares, Indemnifying Persons to give and receive notices and communications communications, to authorize settlements from the Escrow Shares in satisfaction of Losses incurred by the Innovate Indemnified Parties and to resolve disputes with respect thereto, to object to claims for indemnification, 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, and to take any and all action on behalf other actions that are either (i) necessary or appropriate in the judgment of the holders Shareholder Representative for the accomplishment of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting foregoing or settling any claim against the Surviving Corporation (ii) specifically mandated or Parent or defending or settling any claim asserted allowed by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent terms of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointedthis Agreement. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative Representatives’ shall constitute notice to or from each of the holders of Company Shares. Shareholders. (b) The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, act done or declined to be taken, omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Indemnifying Persons shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. (bc) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) , shall constitute a decision of all the holders of Company Shares Indemnifying Persons and shall be final, binding and conclusive upon each of such holders, the Company Indemnifying Persons and the Surviving Corporation and Parent Innovate may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each the Indemnifying Persons. Parent is hereby relieved from any liability to any person for any acts done by them in accordance with such holder decision, act, consent or instruction of Company Sharesthe Shareholder Representative. (cd) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by If the Shareholder Representative for shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Shareholders, then the costs and expensesCompany Shareholders shall, includingwithin ten (10) days after such death, without limitationdisability, the costs dissolution, resignation or other event, appoint a successor Shareholder Representative (by vote or written consent of the Holdback Escrow Agent Company Shareholders holding in the aggregate Pro Rata Shares in excess of fifty percent (50%)), and legal fees, incurred by promptly thereafter (but in any event within two (2) Business Days after such appointment) notify Innovate in writing of the Shareholder Representative in fulfilling the duties identity of such position hereunder, including without limitation those duties set forth in Section 7.7 hereofsuccessor. Any funds remaining in such successor so appointed shall become the “Shareholder Representative Holdback Account on the date Representative” for purposes of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)this Agreement.

Shareholder Representative. (a) As 4.1. By virtue of the Effective Timeexecution or adoption of this Agreement, without further act of each Shareholder irrevocably approves the constitution and appointment of, and hereby irrevocably constitutes and appoints N▇▇▇ ▇▇▇▇▇ (the “Shareholder Representative”) with all the rights, powers and obligations contemplated by this Section 4, and any holder of Company Sharessuccessor Shareholder Representative(s) designated under this Section 4 as the sole, the Shareholder Representative shall be appointed as agent exclusive, true and lawful agent, representative and attorney-in-fact for and on behalf of all Shareholders, and each holder of Company Sharesthem, with respect to give and receive notices and communications and to take any and all matters arising out of or in connection with this Agreement (excluding pursuant to Section 10.2), the Paying Agent Agreement, the Escrow Agreement and the agreements ancillary hereto following the Closing and taking any action or omitting to take action on behalf of all Shareholders or each of them hereunder or under the holders Escrow Agreement or the Paying Agent Agreement. All actions, notices, communications and determinations by or on behalf of Company Shares pursuant the Shareholders in accordance herewith shall be given or made by the Shareholder Representative and all such actions, notices, and determinations by the Shareholder Representative shall conclusively be deemed to have been authorized by, and shall be binding upon, any and all Shareholders. 4.2. Without limiting the generality of the foregoing, the Shareholder Representative shall have full power and authority to: from and after the Closing, direct the Paying Agent to disburse amounts paid to the Paying Agent in accordance with the Waterfall and this Agreement, and such portion of the Escrow Amount as is remaining at the end of the escrow period contemplated under Section 2.8, in accordance with the Waterfall and in accordance with the terms and conditions of this Agreement and the Escrow Agreement; to negotiate and sign all documents in connection with the Parent NotesTransaction and amendments thereto, whether before or after Closing (including, but not limited towithout limitation, assertingEscrow Agreement, prosecuting the Payment Agent Agreement, share transfer deeds and endorsements and termination instruments and including amendments that may require price reductions or settling holdbacks); and to grant, provide, negotiate and sign all waivers, consents, instructions and authorizations and to take all other actions called for under or contemplated by or that may otherwise be necessary or appropriate in connection with the Transaction Documents; and to prosecute, defend and settle in the Shareholder Representative’s discretion all indemnification disputes (including hiring counsel and other litigation assistance and including in court of law or any claim against other legal proceeding) and to receive all notices, requests and demands that may be made under and pursuant to this Agreement, the Surviving Corporation or Parent or defending or settling Paying Agent Agreement and the Escrow Agreement. From and after the Closing, the Purchaser shall be entitled to deal exclusively with the Shareholder Representative in respect of any claim asserted matter arising under the Transaction Documents, and the Shareholders, in their relationship with the Purchaser, shall be bound by all actions taken by the Surviving Corporation Shareholder Representative in connection with such matters. By virtue of executing or Parentadopting this Agreement, each Shareholder agrees to ratify and confirm, and hereby ratifies and confirms, any action taken by the Shareholder Representative in the exercise of the power of attorney granted to the Shareholder Representative pursuant to this Section 4.2, which power of attorney, being coupled with an interest, is irrevocable and shall survive the death, incapacity or incompetence of each such Shareholder. 4.3. Such The Shareholder Representative may resign at any time. Should the Shareholder Representative die, become legally incapacitated or bankrupt, dissolve, liquidate or otherwise similarly be changed by unable or unwilling to serve or to appoint his or her successor to serve in his or her stead, the consent of holders representing a majority of the Company Shares Shareholders who have held, immediately prior to the Effective Time from Closing, the majority of the voting power of the Company on an as converted basis shall designate in writing to Purchaser within five (5) Business Days a single Person to replace the deceased or legally incapacitated or otherwise similarly unable Shareholder Representative as the successor Shareholder Representative hereunder. If at any time there shall not be a Shareholder Representative and the Shareholders fail to time upon designate in writing a successor Shareholder Representative within five (5) Business Days after receipt of a written notice given request delivered by Purchaser to the Surviving Corporation and Shareholders requesting that a successor Shareholder Representative be designated, then Purchaser may petition a court of competent jurisdiction to appoint a Shareholder to act as new Shareholder Representative hereunder. The Shareholder Representative’s engagement shall terminate following the completion of all the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject ’s responsibilities under this Agreement (including with respect to the right of holders representing a majority potential or contingent liabilities of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company SharesShareholders hereunder). 4.4. The Shareholder Representative shall not be liable to any Shareholder or other Person the Shareholders for any action taken, act done or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting omitted hereunder in its capacity as the Shareholder Representative) , except to the extent caused by its willful misconduct, gross negligence or bad faith. In all questions arising in respect of any matter arising under this Agreement, the Shareholder Representative may rely on the advice of counsel and any action based upon such reliance shall constitute a decision relieve the Shareholder Representative of any liability hereunder. The Shareholders shall severally and not jointly (based on each Shareholder’s pro rata share in accordance with the Waterfall compared to the pro rata shares of all Shareholders signing this Agreement or otherwise bound hereby; provided that, for the holders avoidance of Company Shares doubt, in all cases the aggregate of the Shareholder Representative’s indemnity coverage from the Shareholders signing this Agreement or otherwise bound hereby shall sum to 100%) indemnify and shall be finaldefend the Shareholder Representative and hold the Shareholder Representative harmless against any loss, binding liability, deficiency, damage, cost, claim, penalty, fine, forfeiture, or expense (including the fees and conclusive upon expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment), or actions incurred by the Shareholder Representative and arising out of or in connection with the acceptance, performance or administration of the Shareholder Representative’s duties hereunder and under the Transaction Documents (collectively, “Representative Losses”), 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 directly caused by the fraud, willful misconduct, gross negligence or bad faith on the part of the Shareholder Representative, the Shareholder Representative will reimburse the Shareholders the amount of such holdersindemnified Representative Loss to the extent attributable to such fraud, willful misconduct, gross negligence or bad faith. If not paid directly to the Shareholder Representative by the Shareholders, any such Representative Losses may be recovered by the Shareholder Representative from (i) the funds in the Expense Fund, (ii) the funds in the Escrow Amount at such time as such amounts would otherwise be distributable to the Shareholders, and (iii) any other funds that become payable to the Surviving Corporation Shareholders under this Agreement at such time as such amounts would otherwise be distributable to the Shareholders; provided, that while this section allows the Shareholder Representative to be paid from the aforementioned sources of funds, this does not relieve the Shareholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Shareholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Shareholder Representative be required to advance its own funds on behalf of the Shareholders or otherwise. The Shareholders acknowledge and Parent may rely upon any such decision, act, consent agree that the foregoing indemnities will survive the resignation or instruction removal of the Shareholder Representative as being or the decisiontermination of this Agreement. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, actthe limitations on liability or indemnification obligations of, consent or instruction of each such holder of Company Sharesprovisions limiting the recourse against non-recourse parties otherwise applicable to, the Shareholders set forth elsewhere in this Agreement (including in Section 10.8) are not intended to be applicable to the indemnities provided to the Shareholder Representative under this Section 4.4. (c) $250,000 from the aggregate Cash Consideration Per Share 4.5. The Purchaser shall not be placed by Parent at Closing into an escrow account (the "liable to any Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use any act done or omitted hereunder by the Shareholder Representative Representative. 4.6. A total of US$100,000 shall be withheld from amounts otherwise payable at Closing to the Shareholders contributed by the Purchaser on behalf of the Shareholders to the Escrow Agent for an account maintained by the Escrow Agent for the costs and expenses, including, without limitation, the costs benefit of the Holdback Shareholder Representative, for the Escrow Agent to hold on behalf of the Shareholders as a fund for the fees and legal feesexpenses of the Shareholder Representative incurred in connection with this Agreement and the agreements ancillary hereto (the “Expense Fund”). All amounts deposited to the Expense Fund shall be treated for all purposes as having been paid at Closing to the Shareholders and received and voluntarily set aside by the Shareholders at Closing. The Shareholders will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Shareholder Representative any ownership right they may otherwise have had in any such interest or earnings. The Shareholder Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Shareholder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The amounts deposited in the Expense Fund shall be available for the payment of all fees and expenses reasonably incurred by the Shareholder Representative in fulfilling performing its duties under this Agreement and the duties agreements ancillary hereto; provided that any portion of the Expense Fund not ultimately required for the payment of such position hereunder, including without limitation those duties set forth in Section 7.7 hereoffees and expenses shall be delivered by the Escrow Agent to the Paying Agent for further distribution to the Shareholders based on the Waterfall following the completion of the Shareholder Representative’s responsibilities. Any funds All amounts remaining in the Expense Fund upon termination of the Shareholder Representative Holdback Account Representative’s engagement (and following the completion of the Shareholder Representative’s responsibilities) shall also be delivered by the Escrow Agent to the Paying Agent for further distribution to the Shareholders based on the date Waterfall. 4.7. To the extent required in order for the Company to exercise rights on behalf of the last payment payable under Shareholders prior to Closing pursuant to this Agreement, including the Parent Notes shall be distributed on a Pro Rata Basis exercise of the right to holders of Company Shares who have duly surrendered waive rights or who may duly surrender their Company Stock Certificates termination this Agreement pursuant to Section 2.5(b3 above, the provisions of this Section 4 shall apply, mutatis mutandis, to the Company (as if it was a Shareholder Representative).

Shareholder Representative. (a) As By virtue of their approval of the Effective TimeTransaction and execution of this Agreement, without further act each of any holder of Company Shares, the Shareholder Representative Shareholders shall be appointed deemed to have agreed to appoint Partech International Partners SAS as its agent and attorney-in-fact fact, as the Shareholder Representative for each holder and on behalf of Company Shares, the Shareholders to give and receive notices and communications communications, to authorize payment to any Purchaser Indemnified Party from the Escrow Fund in satisfaction of claims by any Purchaser Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of any Disputes, and demand resolution or Disputes in accordance with Section 11.8 and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Purchaser Indemnified Party against any Shareholder or by any such Shareholder against any Purchaser Indemnified Party or any Dispute between any Purchaser Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take any and all action on behalf other actions that are either (i) necessary or appropriate in the judgment of the holders Shareholder Representative for the accomplishment of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting foregoing or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted (ii) specifically mandated by the Surviving Corporation or Parentterms of this Agreement. Such Shareholder Representative agency may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time Shareholders from time to time upon not less than thirty (30) days prior written notice given to Purchaser; provided, however, that the Shareholder Representative may not be removed or any change to the Surviving Corporation agency made unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the Shareholder Representativeidentity of the substituted agent or such change. Any Notwithstanding the foregoing, a vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right holders of holders representing a majority in interest of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointedEscrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. Shareholders. (b) The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, act done or declined to be taken, omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. . The Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative (b) “Shareholder Representative Expenses”). The Shareholder Representative shall have the right to withhold Shareholder Representative Expenses actually incurred from its distribution of the Escrow Fund to the Shareholders, provided that a certificate setting forth the Shareholder Representative Expenses actually incurred accompanies any such distribution. A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) , including an amendment, extension or waiver of this Agreement pursuant to Section 10.3 and Section 10.4 hereof, shall constitute a decision of all the holders of Company Shares Shareholders and shall be final, binding and conclusive upon each of such holders, the Shareholders; and the Surviving Corporation Escrow Agent and Parent Purchaser may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Shareholders. The Escrow Agent and legal feesPurchaser are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, incurred by act, consent or instruction of the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Representative.

Shareholder Representative. (a) As The shareholders of Data Labs, by virtue -------------------------- of their approval of the Agreement under the Delaware Corporation Law, shall be deemed to have irrevocably constituted and appointed ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ as a committee, effective as of the Effective Time, without further act of any holder of Company SharesTime (together with such person's permitted successors, the Shareholder Representative shall be appointed "SHAREHOLDER REPRESENTATIVE"), as their true and lawful agent and attorney-in-fact for each holder to enter into any agreement in connection with the transactions contemplated by this Agreement, including, without limitation, the resolution of Company Sharesindemnity claims under Article IX hereof and in accordance with the Escrow Agreement, and any transactions contemplated by the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on it under any such agreement, to waive any terms and conditions of any such agreement (other than the consideration to be received by the Data Labs shareholders in the Merger), to give and receive notices and communications on their behalf and to take be their exclusive representative with respect to any and all matter, suit, claim, action on behalf of the holders of Company Shares pursuant or proceeding arising with respect to this Agreement and in connection with the Parent Notesany transaction contemplated by any such agreement, including, but not limited towithout limitation, assertingthe defense, prosecuting settlement or settling compromise of any claim against claim, action or proceeding for which Yurie or the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative Company may be changed by the consent of holders representing a majority of the Company Shares immediately prior entitled to the Effective Time from time to time upon written notice given to the Surviving Corporation indemnification and the Shareholder RepresentativeRepresentative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. Any vacancy in the position This power of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointedattorney is coupled with an interest and is irrevocable. No bond shall be required of the Shareholder Representative. Notices or communications to or from The members constituting the Shareholder Representative shall constitute notice to act by majority vote or from each of the holders of Company Sharesconsent. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action takentaken or not taken by it in connection with its obligations under this Agreement (i) with the consent of shareholders who, as of the Effective Time, owned a majority in number of the outstanding shares of Data Labs Common Stock (treating the Data Labs Preferred Stock on an as converted basis) or declined to be taken, in good faith and (ii) in the absence of its own gross negligence or willful misconduct. If one or more of the members of the committee acting as the Shareholder Representative shall be unable or unwilling to serve in such capacity, any successor thereof shall be named by those persons holding two-thirds of the outstanding shares of the Data Labs Common Stock (treating Data Labs Preferred Stock on an as-converted basis) at the Effective Time, and the successor(s) so named shall serve and exercise of reasonable judgment. (b) A decision, act, consent or instruction the powers of the Shareholder Representative (acting in its capacity hereunder. If such committee is composed of one person and no other members thereto are so named within 30 days of the resignation or termination of the last resigning member thereof, the remaining member of such committee shall serve as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).

Shareholder Representative. (a) As Each of the Effective TimeParties agrees that the Shareholder Representative may enforce, without further act on behalf of the Company, the Company’s rights under Section 4.7. The Shareholder Representative is also entitled to initiate or otherwise file any holder Action in the courts contemplated by Section 9.5 with respect thereto on behalf of Company Shares, the Company. Each of the Parties acknowledges and agrees that the Shareholder Representative shall be appointed entitled to receive at the same time as agent and attorney-in-fact for each holder of received by the Company Shares, any notices required to give and receive notices and communications and be delivered to take any and all action on behalf of the holders of Company Shares pursuant with respect to this Agreement and in connection with the Parent NotesSection 4.7, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgmentAdjustment Dispute Notice. (b) A To the maximum extent permitted by applicable Law, the Company irrevocably appoints and grants the Shareholder Representative, in its capacity as a Shareholder Representative, with full power, as the Company’s true and lawful representative, agent and attorney-in-fact, in the Company’s name, place and stead, with full power of substitution, to, from and after the Closing, (i) negotiate any disputes with the Parent with respect to the Disputed Merger Consideration, including on behalf of holders of Company Stock and Company Equity Awards, (ii) bring any claim or Action on behalf of the Company against the Parent with respect to Section 4.7, (iii) defend any claim or action by Parent, on behalf of the Company with respect to the Disputed Merger Consideration or otherwise exercise or enforce any of the Company’s rights under Section 4.7 against the Seller, including on behalf of holders of Company Stock and Company Equity Awards, (iv) execute and deliver all instruments, deeds, agreements, documents and certificates necessary, advisable or appropriate in the discretion of the Shareholder Representative, as the case may be, to effectuate any of the foregoing, and (v) direct the Escrow Agent to pay all or a portion of the Disputed Merger Consideration in accordance with Section 4.7(h)(iii). The agency and powers of attorney granted herein shall be deemed to be coupled with an interest, shall be irrevocable except that such grant shall automatically terminate with respect to a Person when it is no longer serving as a Shareholder Representative. (c) Any decision, act, consent consent, approval or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representativethen serving at such time) properly given or made pursuant to this Section 9.19 shall constitute a decision decision, act, consent, approval or instruction of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holdersParent, and the Surviving Corporation and Parent may other Parties hereto shall be entitled to conclusively rely upon any such representation of the Shareholder Representative with respect to any act, decision, actconsent, consent approval or instruction of the Shareholder Representative as being Representative. Neither the decisionShareholder Representative, actnor any of its officers, consent directors, employees, partners (general or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"limited), which amount shall be made available for use by members, managers or advisors will have any liability to Parent, Merger Subs, or the Shareholder Representative for the costs and expensesCompany, includingor any of their respective Affiliates, without limitation, the costs or any Person acting on behalf of the Holdback Escrow Agent and legal feesforegoing, incurred with respect to actions taken, or omitted to be taken, by the Shareholder Representative in fulfilling the duties such capacity (or its officers, directors, employees, partners (general or limited), members, managers or advisors in connection therewith), except that a Shareholder Representative will be liable for its fraud as finally determined by a court of such position hereundercompetent jurisdiction. The Shareholder shall be entitled to full reimbursement from Parent for all reasonable and documented expenses, disbursements and advances (including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in fees and disbursements of its external advisors) incurred by or on behalf of the Shareholder Representative Holdback Account in such capacity. (d) In the event that the Shareholder Representative resigns, such Shareholder Representative shall be deemed automatically removed and the Company, on the date recommendation of the last payment payable under the Parent Notes Special Committee, shall be distributed on promptly appoint a Pro Rata Basis Person to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).replace such Shareholder Representative. [Signature Page Follows]

Shareholder Representative. For purposes of this Agreement, the Sky Shareholders hereby designate M▇▇▇▇▇▇ ▇▇▇▇▇▇ to serve as the sole and exclusive representative of the Shareholders (the “Shareholder Representative”) with respect to those provisions of this Agreement that contemplate action by the Shareholder Representative, including ancillary agreements such as the Merger Note, Guaranty and Security Agreement; provided, however, that if M▇▇▇▇▇▇ ▇▇▇▇▇▇ at any time is unable, due to incapacity or otherwise, to serve as Shareholder Representative or resigns as Shareholder Representative, then [Name] shall serve as successor Shareholder Representative. Each successor Shareholder Representative, if required to serve, shall sign an acknowledgment in writing agreeing to perform and be bound by all of the provisions of this Agreement applicable to the Shareholder Representative. Each successor Shareholder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Shareholder Representative, and the term “Shareholder Representative” as used herein shall be deemed to include any successor Shareholder Representative. (a) As of the Effective Time, without further act of any holder of Company Shares, the The Shareholder Representative shall be is hereby constituted and appointed as agent and attorney-in-fact for and on behalf of the Sky Shareholders with respect to the performance of his or her duties as the Shareholder Representative. This power of attorney and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any Sky Shareholder, by operation of Law, whether by such Sky Shareholder’s death, disability, protective supervision or any other event. The Shareholder Representative shall promptly deliver to each holder Sky Shareholder any notice received by the Shareholder Representative concerning this Agreement. Without limiting the generality of Company Sharesthe foregoing, the Shareholder Representative has full power and authority, on behalf of each Sky Shareholder and such Sky Shareholder’s successors and assigns, to: (i) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by the Shareholders in connection herewith, including the Merger Note, Guaranty and Security Agreement, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments, and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement and the Merger Note, Guaranty and Security Agreement (including executing this Agreement, the Merger Note, the Guaranty and the Security Agreement, (iii) receive service of process in connection with any claims under this Agreement, the Merger Note, the Guaranty or the Security Agreement, (iv) agree to, negotiate, enter into settlements and compromises of, assume the defense of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing, (v) give and receive notices and communications communications, (vi) object to such deliveries, (viii) distribute the proceeds of the Merger Note and to the Security Agreement (if applicable) and any earnings and proceeds thereon and (ix) take any and all action actions necessary or appropriate in the judgment of the Shareholder Representative on behalf of the holders of Company Shares pursuant to this Agreement and Sky Shareholders in connection with this Agreement, the Parent NotesMerger Note, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by Guaranty and the Surviving Corporation or Parent. Such Security Agreement. (b) The Shareholder Representative may be changed by the consent shall have no duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and any Sky Shareholder shall otherwise exist against the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Sky Shareholder or other Person relating to the performance of the Shareholder Representative’s duties under this Agreement for any action takenerrors in judgment, negligence, oversight, breach of duty or declined otherwise except to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Shareholder Representative constituted actual fraud or were taken or not taken in bad faith. The Shareholder Representative shall be indemnified and held harmless by the Sky Shareholders against all losses, including costs of defense, paid or incurred in connection with any action, suit, proceeding or claim to which the Shareholder Representative is made a party by reason of the fact that the Shareholder Representative was acting as the Shareholder Representative pursuant to this Agreement; provided, however, that the Shareholder Representative shall not be entitled to indemnification hereunder to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Shareholder Representative constituted actual fraud or were taken or not taken in bad faith. The Shareholder Representative shall be held harmless in acting upon any notice, statement or certificate believed by the Shareholder Representative to be taken, genuine and to have been furnished by the appropriate person and in acting or refusing to act in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the on any matter. The Shareholder Representative (acting in its his capacity as such) shall not be liable to Incumaker or the Surviving Corporation by reason of this Agreement or the performance the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent ’s duties hereunder or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Sharesotherwise. (c) $250,000 from the aggregate Cash Consideration Per Share Incumaker shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use entitled to rely upon any actions taken by the Shareholder Representative for as the costs and expenses, including, without limitation, the costs duly authorized action of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties on behalf of such position hereunder, including without limitation those duties each Sky Shareholder with respect to any matters set forth in Section 7.7 hereof. Any funds remaining in this Agreement, the Shareholder Representative Holdback Account on Merger Note, the date of Guaranty and the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Security Agreement.

Shareholder Representative. (a) As The Selling Parties, by virtue of their execution and delivery of this Agreement or, with respect to Selling Parties that are not signatories to this Agreement, by virtue of approval of this Agreement and the Merger by the Shareholders in accordance with the requirements of Delaware Law and by their acceptance of any Merger Consideration due to them, will be deemed to have irrevocably constituted and appointed, effective as of the Effective Timedate of this Agreement, without further act of any holder of Company SharesIBF (together with its permitted successors, the "Shareholder Representative shall be appointed Representative"), as their true and lawful agent and attorney-in-fact fact, and the Shareholder Representative, by its execution of this Agreement shall be deemed to have accepted such appointment, to enter into any agreement in connection with the transactions contemplated by this Agreement or the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on it under any such agreement, to act as proxy for each holder Selling Party in connection with any shareholder approvals required in connection with the transactions contemplated by this Agreement, to waive or modify any terms and conditions of Company Sharesany such agreement (other than payment of the Merger Consideration due at Closing), to give and receive notices and communications on their behalf, and to take be their exclusive representative with respect to any and all matter, suit, claim, action on behalf of the holders of Company Shares pursuant or proceeding arising with respect to this Agreement and in connection with the Parent Notesany transaction contemplated by any such agreement, including, but not limited towithout limitation, assertingthe assertion, prosecuting prosecution, defense, settlement or settling compromise of and claim, action or proceeding for which any claim against Shareholder, Purchaser, or the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative Merger Sub may be changed by the consent of holders representing a majority of the Company Shares immediately prior entitled to the Effective Time from time to time upon written notice given to the Surviving Corporation indemnification and the Shareholder RepresentativeRepresentative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. Any vacancy in the position This power of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Sharesattorney is coupled with an interest and is irrevocable. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action takentaken or not taken by him in his capacity as Shareholder Representative either (i) with the consent of stockholders who, as of the date of this Agreement, own a majority in number of the outstanding shares of Company voting stock (considered on an as converted basis), or declined to be taken, in good faith and (ii) in the exercise absence of reasonable judgment. (b) A decision, act, consent or instruction of its own willful misconduct. If the Shareholder Representative (acting shall be unable or unwilling to serve in such capacity, its capacity as successor shall be named by those persons holding a majority of the Shareholder Representative) shall constitute a decision of all the holders shares of Company Shares voting stock outstanding immediately prior to the Effective Time who shall serve and shall be final, binding and conclusive upon each exercise the powers of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") hereunder. Solely with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred respect to any actions taken by the Shareholder Representative in fulfilling the duties of such position hereunderits capacity as such, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on shall have no liability to Purchaser, the date Company or any of their respective affiliates except for claims based upon fraud or bad faith actions by the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Shareholder Representative.

Shareholder Representative. (a) As The Shareholders agree to appoint one Person to act as their representative, attorney in fact and proxy with respect to certain matters specified in this Agreement (the "Shareholder Representative"). The parties have designated Goelet, LLC as the initial Shareholder Representative. The Shareholder Representative may resign at any time, and a Shareholder Representative may be removed at any time by the vote of Shareholders who collectively own more than 50% of the Effective TimeRegistrable Securities at such time (the "Majority Holders"). In the event of the death, without further act resignation or removal of any holder of Company Sharesthe Shareholder Representative, the a new Shareholder Representative shall be appointed by a vote of Majority Holders, such appointment to become effective upon the written acceptance thereof by the new Shareholder Representative. Any failure by the Majority Holders to appoint a new Shareholder Representative upon the death, resignation or removal of the Shareholder Representative shall not have the effect of releasing the Shareholders from any liability under this Agreement. (b) The Shareholder Representative shall have such powers and authority as agent and attorney-in-fact for each holder of Company Sharesare necessary to carry out the functions assigned to the Shareholder Representative under this Agreement; provided, however, that the Shareholder Representative will have no obligation to give and receive notices and communications and to take any and all action act on behalf of the holders Shareholders, except as expressly provided herein. The Shareholder Representative will at all times be entitled to rely on any directions received from the Majority Holders. The Shareholder Representative shall, at the expense of Company Shares pursuant the Shareholders, be entitled to this Agreement engage such counsel, experts and other agents and consultants as they shall deem necessary in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation exercising their powers and the Shareholder Representative. Any vacancy performing their function hereunder and (in the position absence of Shareholder Representative may be filled by bad faith on the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required part of the Shareholder Representative. Notices or communications ) shall be entitled to or from conclusively rely on the Shareholder Representative shall constitute notice to or from each opinions and advice of the holders of Company Shares. such Persons. (c) The Shareholder Representative shall not be liable entitled to any fee, commission or other compensation for the performance of its services hereunder, but shall be entitled to the reimbursement by the Shareholders of all his, her or its fees and expenses incurred as the Shareholder Representative pursuant to Section 4.2 hereof. In connection with this 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 Shareholder Representative hereunder, the Shareholder Representative shall incur no responsibility whatsoever to any Shareholder by reason of any error in judgment or other Person act or omission performed or omitted hereunder or any such other agreement, instrument or document, excepting only responsibility for any act or failure to act which represents willful misconduct. Each Shareholder shall indemnify, pro rata based upon such holder's percentage interest, the Shareholder Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys', accountants' and other experts' or consultant's fees and the amount of any judgment against the Shareholder Representative, of any nature whatsoever, arising out of or in connection with any claim, investigation, challenge, action takenor proceeding or in connection with any appeal thereof, relating to the acts or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction omissions of the Shareholder Representative (acting hereunder. The foregoing indemnification shall not apply in its capacity as the Shareholder Representative) shall constitute a decision event of all any action or proceeding which finally adjudicates the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction liability of the Shareholder Representative hereunder for his or her gross negligence or willful misconduct. In the event of any indemnification hereunder, upon written notice from Shareholder Representative to the Shareholders as being to the decisionexistence of a deficiency toward the payment of any such indemnification amount, act, consent or instruction of each such holder shall promptly deliver to the Shareholder Representative full payment of his or her ratable share of the amount of such deficiency, in accordance with such Shareholder's percentage interest. In no event shall the Company Sharesbe responsible for any reimbursement or indemnification of the Shareholder Representative. (cd) $250,000 from All of the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (indemnities, immunities and powers granted to the "Shareholder Representative Holdback Account"under this Agreement shall survive the termination of this Agreement. (e) Notwithstanding anything herein to the contrary, each Shareholder hereby acknowledges that the Company shall not have any responsibility or obligation whatsoever to any such Shareholder or to any other party with Park Cities Bankrespect to or arising out of any actions taken or any inaction by the Shareholder Representative. (f) The Company shall have the right to rely conclusively upon all instructions, Dallasrequests, Texas (the "Holdback Escrow Agent")consents, which amount shall elections and other actions taken or omitted to be made available for use taken by the Shareholder Representative for the costs pursuant to this Agreement and expensesany instrument, includingagreement or document relating hereto, without limitation, the costs all of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes which actions or omissions shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)legally binding upon all the Shareholders.

Shareholder Representative. (a) As The Shareholder shall have the right, exercisable by delivering notice to the Company, to designate one individual to attend all meetings of the Effective TimeBoard in a non-voting, without further act observer capacity (the “Shareholder Representative”) for so long as (i) the Shareholder and its Affiliates beneficially own in the aggregate at least the Shareholder Representative Threshold Shareholding in the Company, and (ii) the Shareholder and its Affiliates comply in all material respects with the provisions of Sections 2.1 (Standstill), 3.2 (Investment Restrictions) and 3.3 (Transfer Restrictions). (b) The Company shall (i) provide to the Shareholder Representative notice of all Board meetings and a copy of all materials provided to the members of the Board in their capacity as such at the same time such materials are provided to the members of the Board, and (ii) take reasonable measures to facilitate the Shareholder Representative’s attendance of any holder such meeting in accordance with this Section 3.1(b); provided, that, notwithstanding any other provision of Company Sharesthis Section 3.1, (A) the Shareholder Representative shall be appointed as agent and attorney-in-fact for each holder of Company Shares, agree to give and receive notices and communications and to take any and hold in confidence all action on behalf of information provided (provided that the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable restricted in any confidential communications or discussions with or the confidential provision of information to any the Shareholder and its Affiliates and their respective directors, officers, employees, accountants, agents, counsel and other representatives), (B) such Shareholder Representative, the Shareholder and its Affiliates shall, in each case to the sole extent that (x) the Shareholder is entitled to designate and has designated the Shareholder Representative pursuant to Section 3.1(a) and (y) such Shareholder Representative has all the rights and benefits under this Agreement, be subject to the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and procedures and shall sign an acknowledgement form stating the agreement to comply with such policies and procedures (it being understood that such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies and procedures shall not restrict the Shareholder or other Person for its Affiliates from purchasing ADSs or Ordinary Shares during any action taken, “blackout” or declined similar non-trading period if such purchases are made pursuant to a purchase plan established in accordance with Rule 10b5-1 of the Exchange Act) and (C) the Shareholder Representative may be taken, in good faith and in excluded from all or a portion of any meeting or from receiving all or a portion of any materials provided to the exercise member of reasonable judgment. the Board (bx) A decision, act, consent or instruction to the extent that the presence of the Shareholder Representative at such meeting or any portion thereof or the receipt by the Shareholder Representative of such materials or any portion thereof, as the case may be, could reasonably be expected to result in, based on the advice of the Company’s external counsel, the loss of attorney-client privilege in relation to the Company, its Subsidiaries or its Affiliates, or (acting y) to the extent the subject matter to be discussed at the meeting concerns (1) the Company’s rights under agreements with the Shareholder or its Affiliates or (2) matters related to business competition between the Company or its Subsidiaries, on the one hand, and the Shareholder or its Affiliates, on the other hand; it being understood that the Shareholder Representative shall not constitute a member of the Board and shall not be entitled to vote on, or consent to, any matters presented to the Board. For the avoidance of doubt, subject to the first sentence of this Section 3.1(b), in its capacity the event that any regular or special meeting of the Board is convened, the Company shall be deemed to be in full compliance with the provisions of this Section 3.1(b), if the Shareholder Representative is given notice in the same form and manner as, and a copy of the same materials as and when provided to, the members of the Board and the Company takes reasonable measures to facilitate the Shareholder Representative) shall constitute a decision ’s attendance of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Sharesmeeting in accordance with this Section 3.1(b). (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by The Company acknowledges and agrees that the Shareholder Representative for shall not, acting solely in the costs and expenses, including, without limitation, the costs capacity of an observer of the Holdback Escrow Agent Board and legal feesin compliance with this Section 3.2, incurred by owe to the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)any fiduciary duty.

Shareholder Representative. (a) As By the execution and delivery of -------------------------- this Agreement, including counterparts hereof, each Stockholder hereby irrevocably constitutes and appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ III as the Effective Time, without further act of any holder of Company Shares, the Shareholder Representative shall be appointed as true and lawful agent and attorney-in-fact (referred to in this Agreement as the "Representative") of such Stockholder with full powers of substitution to act in the name, place and stead of such Stockholder with respect to the performance on behalf of such Stockholder under the terms and provisions of this Agreement, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Representative shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement, including without limitation the power: (i) to receive, hold and deliver to Central any of the certificates representing the Shares and any other documents relating thereto on behalf of such Stockholder; (ii) to receive on behalf of such Stockholder any shares of Central Common Stock issued or cash paid to such Stockholder pursuant to this Agreement; (iii) to execute and deliver all Ancillary Agreements, certificates, and documents which the Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (iv) to act for each holder such Stockholder with respect to all indemnification matters referred to in this Agreement, including the right to compromise or settle any such claims on behalf of Company Sharessuch Stockholder; (v) to amend or waive any provision of this Agreement (including any condition to Closing) in any manner which does not differentiate among the Stockholders; (vi) to employ and obtain the advice of legal counsel, accountants and other professional advisors as the Representative, in his sole discretion, deems necessary or advisable in the performance of his duties as Representative and to rely on their advice and counsel; (vii) to incur any expenses, to give liquidate and withhold assets received on behalf of the Stockholders prior to their distribution to the Stockholders to the extent of any amount which the Representative deems necessary for payment of or as a reserve against expenses, and to pay such expenses or to deposit the same in an interest-bearing bank account established for such purpose; (viii) to receive notices and all notices, communications and deliveries hereunder on behalf of such Stockholder under this Agreement; and (ix) to take do or refrain from doing any further act or deed on behalf of such Stockholder which the Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as any of the Stockholders could do if personally present and acting and as though any reference to a Stockholder or the Stockholders in this Agreement were a reference to the Representative. The appointment of the Representative shall be deemed coupled with an interest and shall be irrevocable, and Central and any other person may conclusively and absolutely rely, without inquiry, upon any action of the Representative as the act of the Stockholders in all matters referred to in this Agreement. Each Stockholder hereby ratifies and confirms all that the Representative shall do or cause to be done by virtue of his appointment as Representative of such Stockholder. The Representative shall act for the Stockholders on all of the matters set forth in this Agreement in the manner the Representative believes to be in the best interest of the Stockholders, but the Representative shall not be responsible to any Stockholder for any loss or damage any Stockholder may suffer by reason of the performance by the Representative of his duties under this Agreement, other than loss or damage arising from willful misconduct in the performance of his duties under this Agreement. Each of the Stockholders hereby expressly acknowledges and agrees that the Representative is authorized to act on behalf of such Stockholder notwithstanding any dispute or disagreement among the Stockholders, and that Central shall be entitled to rely on any and all action on behalf taken by the Representative under this Agreement without liability to, or obligation to inquire of, any of the holders of Company Shares pursuant Stockholders. If the Representative resigns or ceases to this Agreement and function in connection with such capacity for any reason whatsoever, then the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing Stockholder which held a majority of the Company Shares immediately prior to on the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representativedate hereof shall appoint a successor; provided, however, that if anyfor any reason no successor has been appointed within thirty (30) days, subject to then any Stockholder shall have the right to petition a court of holders representing competent jurisdiction for appointment of a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Sharessuccessor. The Shareholder Stockholders do hereby jointly and severally agree to indemnify and hold the Representative shall not be liable to harmless from and against any Shareholder and all liability, loss, cost, damage or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. expense (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date attorneys' fees) reasonably incurred or suffered as a result of the last payment payable performance of its duties under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)this Agreement except for willful misconduct.

Shareholder Representative. (a) As Each of the Effective TimeEquityholders, without further act by virtue of any holder the adoption of this Agreement and thereby the Merger by the Company SharesShareholder Approval, hereby appoints GF Private Equity Group, LLC and shall have irrevocably constituted and appointed (and by its execution of this Agreement as Shareholder Representative, GF Private Equity Group, LLC hereby accepts its appointment) as the Shareholder Representative shall be appointed as true, exclusive and lawful agent and attorney-in-fact for each holder (the “Shareholder Representative”), of Company Sharesthe Equityholders receiving consideration hereunder to act in the name, to give place and receive notices stead of the Equityholders in connection with the transactions contemplated by this Agreement, in accordance with the terms and communications provisions of this Agreement, and to take any and all action act on behalf of the holders of Company Shares pursuant Equityholders in any Proceeding involving this Agreement, to this Agreement do or refrain from doing all such further acts and things, and to execute all such documents as the Shareholder Representative shall deem necessary or appropriate in connection with the Parent Notestransactions contemplated by this Agreement, includingincluding the power: (i) to act for the Equityholders with regard to matters pertaining to indemnification referred to in this Agreement, but not limited including the power to compromise any indemnity claim on behalf of the Company Shareholders and to transact matters of litigation or other Proceedings; (ii) to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that the Shareholder Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; (iii) to execute and deliver all amendments and waivers to this Agreement that the Shareholder Representative deems necessary or appropriate, whether prior to, asserting, prosecuting at or settling after the Closing; (iv) to receive funds for the payment of expenses of the Equityholders and apply such funds in payment for such expenses; (v) to do or refrain from doing any claim against further act or deed on behalf of the Surviving Corporation Equityholders that the Shareholder Representative deems necessary or Parent or defending or settling appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the Equityholders could do if personally present; and (vi) to receive service of process in connection with any claim asserted by the Surviving Corporation or Parent. Such claims under this Agreement. (b) The Shareholder Representative may be changed removed or replaced only upon delivery of written notice to the Surviving Corporation by the consent of holders representing Company Shareholders holding at least a majority of the outstanding shares of Company Shares Common Stock as of immediately prior to the Effective Time from time to time upon written notice given to Time. Parent, the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for may conclusively and absolutely rely, without inquiry, upon any action takenaction, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as all matters referred to herein. The Shareholder Representative may act in reliance upon any instruction, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by any other person other than itself without being required to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order. The Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall Representative may act in reliance upon any signature believed by it to be final, binding and conclusive upon each of such holdersgenuine, and may assume that such person has been properly authorized to do so. The Shareholder Representative shall act for the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction Equityholders on all of the matters set forth in this Agreement in the manner the Shareholder Representative as being believes to be in the decisionbest interests of the Equityholders and consistent with the obligations under this Agreement, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by but the Shareholder Representative shall not be responsible to the Equityholders for any Damages the Equityholders may suffer by the performance of its duties under this Agreement, other than Damage arising from willful violation of the law or gross negligence in the performance of its duties under this Agreement as determined by a non-appealable order or judgment of a court or tribunal of competent jurisdiction. Each of the Equityholders agrees that the Shareholder Representative shall be entitled to recover any indemnifiable amounts hereunder or other out-of-pocket costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, expenses reasonably incurred by the Shareholder Representative on demand in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in connection with actions taken by the Shareholder Representative Holdback Account on pursuant to the date terms hereof (including the hiring of legal counsel or advisors and the incurring of legal fees and other costs) from the Shareholder Representative Expense Fund. In the event such recovery is precluded or unattainable for over thirty days after demand thereof from the Shareholder Representative Expense Fund, each of the last payment payable Equityholders severally shall indemnify and hold harmless and shall reimburse Shareholder Representatives from and against such Equityholder’s ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Shareholder Representative arising out of or resulting from any action taken or omitted to be taken by the Shareholder Representative under this Agreement or the Parent Notes Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses determined by a non-appealabe order or judgment of a court or tribunal of competent jurisdiction arising out of or resulting from the Shareholder Representative’s willful violation of the law or gross negligence in the performance of its duties under this Agreement. The Shareholder Representative may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties hereunder, and it shall be distributed on a Pro Rata Basis incur no liability to holders the Equityholders in acting in accordance with the opinion and instructions of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)such counsel.

Shareholder Representative. (a) As of D. E. Shaw Composite Side Pocket Series I, L.L.C. is hereby appointed to serve as the initial Shareholder Representative with respect to the matters expressly set forth in this Article X and by its signature below it hereby acknowledges such appointment and agrees to serve in such capacity on the terms and subject to the conditions set forth herein. Effective only upon the Effective Time, without further act of any holder of Company Shares, the Shareholder Representative (including any successor or successors thereto) shall act as the representative of the Former Company Stockholders, and shall be appointed as agent and attorney-in-fact for each holder authorized to act on behalf of the Former Company Shares, to give and receive notices and communications Stockholders and to take any and all actions required or permitted to be taken by the Shareholder Representative under this Article X with respect to any claims (including the settlement thereof) made by any Buyer Indemnitee for indemnification pursuant to this Article X (including, without limitation, the exercise of the power to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any claims for indemnification). The Shareholder Representative shall be the only party entitled to assert the rights of the Former Company Stockholders hereunder and the Shareholder Representative shall perform all of the obligations (other than payment) of the Former Company Stockholders under this Article X. Any Person shall be entitled to rely on all statements, representations and decisions of the Shareholder Representative. (b) The Former Company Stockholders shall be bound by all actions taken by the Shareholder Representative in his, her or its capacity thereof. The Shareholder Representative shall promptly, and in any event within 10 Business Days, provide written notice to the Former Company Stockholders of any action taken on behalf of them by the holders of Company Shares Shareholder Representative pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against authority delegated to the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and under this Article X. Neither the Shareholder Representative. Any vacancy in the position Representative nor any of Shareholder Representative may be filled by the remaining Shareholder Representativeits directors, officers, agents or employees, if any, subject shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken under this Agreement, except in the case of its gross negligence or willful misconduct. The Shareholder Representative shall not have any duty to ascertain or to inquire as to the right performance or observance of holders representing a majority any of the outstanding terms, covenants or conditions of this Agreement. (c) Each Former Company Shares immediately prior to Stockholder shall, severally and not jointly, hold harmless and reimburse the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required from and against such Former Company Stockholder’s ratable share of any and all liabilities, losses, damages, claims, costs or expenses (including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. Notices ) suffered or communications to or from incurred by the Shareholder Representative arising out of or resulting from any action taken or omitted to be taken by the Shareholder Representative under this Agreement; provided, however, that no such Former Company Stockholder shall constitute notice to or from each be so liable in excess of such Former Company Stockholder’s pro rata portion of the holders of Company SharesMerger Consideration. The Shareholder Representative shall not be liable entitled to any Shareholder compensation for his, her or other Person for any action taken, or declined to be taken, its services in good faith and in the exercise of reasonable judgmentsuch capacity. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).

Shareholder Representative. (a) As For purposes of this Agreement the shareholders of Benelytics and the holders of the Effective TimeBenelytics Notes, without any further act action on the part of any holder of Company Sharessuch person, the Shareholder Representative shall be appointed deemed to have consented to the appointment of ▇▇▇▇▇▇▇▇ as agent and the representative of such persons (the "Shareholder Representative"), as the attorney-in-fact for each holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holdersperson, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use taking by the Shareholder Representative for of any and all actions and the costs and expensesmaking of any decisions required or permitted to be taken by him under this Agreement, including, without limitation, the costs exercise of the Holdback power to (i) execute the Escrow Agent Agreement, (ii) authorize delivery to InsWeb of the Escrow Shares, or any portion thereof, in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and legal feescompromises of, incurred and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Shareholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Shareholder Representative has unlimited authority and power to act on behalf of each shareholder of Benelytics and each holder of a Benelytics Note with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The shareholders of Benelytics and the holders of the Benelytics Notes will be bound by all actions taken by the Shareholder Representative in fulfilling connection with this Agreement, and InsWeb shall be entitled to rely on any action or decision of the duties of such position hereunderShareholder Representative. The Shareholder Representative will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, including without limitation those duties set forth in Section 7.7 hereofdirection, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct, bad faith or gross negligence. Any funds remaining in In all questions arising under this Agreement or the Escrow Agreement, the Shareholder Representative Holdback Account may rely on the date advice of counsel, and for anything done, omitted or suffered in good faith by the Shareholder Representative based on such advice, the Shareholder Representative will not be liable to anyone. The Shareholder Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. At any time during the term of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to Escrow Agreement, holders of Company a majority of the Escrow Shares who have duly surrendered can appoint a new Shareholder Representative by written consent by sending notice and a copy of the written consent appointing such new Shareholder Representative signed by holders of a majority of the Escrow Shares to InsWeb and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)the date such consent is received by InsWeb and the Escrow Agent.

Shareholder Representative. (a) As of the Effective Time, without further act of any holder of The Company Shares, the and Shareholder Representative shall be represent to Acquiror that each Shareholder has irrevocably constituted and appointed ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as agent and such Shareholder’s attorney-in-fact for each holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and agent in connection with the Parent Notesexecution and performance of its duties under this Agreement. This power is irrevocable and coupled with an interest, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder affected by the death, incapacity, illness, dissolution or other Person for any action taken, or declined inability to be taken, in good faith and in the exercise act of reasonable judgmentsuch Shareholder. (b) A decision, act, consent or instruction of The Company and Shareholder Representative represent to Acquiror that each Shareholder has irrevocably granted the Shareholder Representative full power and authority: (acting i) to execute and deliver, on behalf of such Shareholder, and to accept delivery of, on behalf of such Shareholder, the Ancillary Agreements and such other documents as may be deemed by the Shareholder Representative, in its capacity sole discretion, to be appropriate to complete the Transactions; (ii) to endorse and to deliver on behalf of such Shareholder, transfer instruments representing the shares of Company Common Stock to be exchanged by such Shareholder at the Closing; (iii) to acknowledge receipt at the Closing of the consideration payable to such Shareholder at the Closing, and to designate the manner of payment of such consideration; (iv) to (A) negotiate and compromise, on behalf of such Shareholder, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement; and (B) execute, on behalf of such Shareholder, any settlement agreement, release or other document with respect to such dispute or remedy; (v) to give or agree to, on behalf of such Shareholder, any and all consents, waivers, amendments or modifications, deemed by the Shareholder Representative, in its sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, to execute and deliver any documents that may be necessary or appropriate in connection therewith; (vi) to enforce, on behalf of such Shareholder, any claim against Acquiror arising under this Agreement; (vii) to engage attorneys, accountants and agents at the expense of such Shareholder; (viii) to agree, on behalf of such Shareholder, to amend this Agreement (other than this Section 10.02) or any of the instruments to be delivered to Acquiror by such Shareholder pursuant to this Agreement; and (ix) to give such instructions and to take such action or refrain from taking such action, on behalf of such Shareholder, as the Shareholder Representative) shall constitute a decision Representative deems, in its sole discretion, necessary or appropriate to carry out the provisions of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Sharesthis Agreement. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "The Company and Shareholder Representative Holdback Account"represent to Acquiror that each Shareholder has agreed to the following: (i) with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), in all matters in which amount shall be made available for use action by the Shareholder Representative for the costs and expenses, including, without limitationis required or permitted, the costs Shareholder Representative is authorized to act on behalf of such Shareholder, notwithstanding any dispute or disagreement between such Shareholder and the Holdback Escrow Agent Shareholder Representative, and legal fees, incurred Acquiror will be entitled to rely on any and all action taken by the Shareholder Representative under this Agreement without any liability to, or obligation to inquire of, any Shareholder, notwithstanding any knowledge on the part of Acquiror of any such dispute or disagreement; (ii) notice to the Shareholder Representative, delivered in fulfilling the duties manner provided in Section 10.01, shall also be deemed to be notice to such Shareholder for purposes of this Agreement; and (iii) the power and authority of the Shareholder Representative, as described in this Agreement, will continue in force until all rights and obligations of such position hereunderShareholder under this Agreement will have terminated, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the expired or been fully performed. (d) The Company and Shareholder Representative Holdback Account on represent to Acquiror that each Shareholder has agreed that, notwithstanding the date foregoing, at the request of Acquiror, such Shareholder shall take all actions necessary or appropriate to complete the Transactions (including, with respect to such Shareholder, delivery of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders shares of Company Shares who have duly surrendered or who may duly surrender their Company Common Stock Certificates and acceptance of the Merger Consideration therefor) individually on such Shareholder’s own behalf, and to deliver any other documents required of such Shareholder pursuant to Section 2.5(b)the terms hereof.

Shareholder Representative. (a) As of Each Shareholder, for itself or himself and for its or his successors and assigns, hereby irrevocably makes, constitutes and appoints ▇▇▇▇ ▇▇▇▇▇, in his capacity as Shareholder Representative, as the Effective Timesole and exclusive agent, without further act of any holder of Company Shares, the Shareholder Representative shall be appointed as agent and attorney-in-fact for each holder and representative of Company Sharessuch Shareholder, to give act for and receive notices and communications and to take any and all action on behalf of such Shareholder with respect to the holders matters set forth in this Section 11.17, and the Shareholder Representative hereby accepts such appointment. Each Shareholder acknowledges that the appointment of Company Shares the Shareholder Representative is coupled with an interest and may not be revoked. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Shareholder Representative consistent with this Section 11.17, shall be absolutely and irrevocably binding on each Shareholder as if such Shareholder personally had taken such action, exercised such rights, power or authority or made such decision or determination. (b) In furtherance of the appointment of the Shareholder Representative, each Shareholder, fully and without restriction (in each case, other than in the case of any Ancillary Documents solely between a particular Shareholder and a third party, for which such Shareholder will retain all rights and obligations, including notice), (i) agrees to be bound by all notices given and received and agreements and determinations made by and documents executed and delivered by the Shareholder Representative under or in connection with this Agreement, the Ancillary Documents or any of the transactions contemplated thereby, and (ii) authorizes the Shareholder Representative to (A) execute, deliver and receive deliveries of all agreements, certificates, statements, notices, certificates, approvals, extensions, waivers, undertakings, amendments, and other documents required or permitted to be given in connection with Section 2.2, Section 3.3 and Section 7.3 and to waive any closing deliverables of the Buyer or approve any press releases or public announcements in connection therewith, (B) deliver to Buyer any agreements, certificates, statements, notices, certificates, approvals, extensions, waivers, undertakings, amendments, and other documents required or permitted to be given pursuant to this Agreement and have been executed by Shareholders and deposited with the Shareholder Representative for purpose of such delivery, (C) on behalf of the applicable Shareholders, dispute or refrain from disputing any claim made by Buyer under this Agreement or the Escrow Agreement, and negotiate and compromise any dispute which may arise under Section 3.3 or Section 9.2(a) of this Agreement or the Escrow Agreement, (D) sign any releases or other documents with respect to any such dispute or remedy described in subsection (C), (E) subject to any additional consents required pursuant to Section 11.9, negotiate, execute, and deliver any amendments to this Agreement, (F) petition the Escrow Agent for the release of any or all funds due to the Founders or the Shareholders under Section 3.3 and Section 3.1 of this Agreement, respectively, and the Escrow Agreement and, subject to the Shareholder Representative’s other responsibilities under this subsection, pay to each Founder or other Shareholder, as applicable, such Founder’s or other Shareholder’s Pro Rata Share of such funds, (G) pay out of the Reserve Account or funds otherwise payable to Shareholders by Buyer or the Escrow Agent all fees and expenses of Shareholders (and of the Shareholder Representative acting in such capacity) incurred in connection with the Parent Notestransactions contemplated by this Agreement and the Ancillary Documents, includingincluding without limitation the fees and expenses of the Paying Agent, counsel, accountants, investment bankers and other professional advisors retained by or on behalf of Shareholder Representative in connection with such transactions, and (H) bring or refrain from bringing any action, suit or proceeding after the Closing, by and on behalf of any or all Shareholders, against Buyer, any Company Group Member or any other Indemnifying Party in connection with this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby pursuant to Section 9.2(f). Except for any obligations for which Shareholders are severally, but not limited tojointly, assertingliable, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted payments made by the Surviving Corporation or Parent. Such Shareholder Representative may under subsection (G) above will be changed considered to be paid by all Shareholders in accordance with their respective Pro Rata Shares. Any amounts remaining in the Reserve Account following the final resolution of the Closing Working Capital and Closing Cash under Section 3.3 shall be promptly paid to the Shareholders in accordance with their respective Pro Rata Shares. (c) If any Shareholder Representative resigns, ceases to be a legal entity, dies or becomes incapacitated, its or his successor will be appointed within 15 days of such event by the consent of holders representing Shareholders owning a majority of the Company Shares held by all of the Shareholders immediately prior to the Effective Time from time to time upon written notice given to Closing, including each of the Surviving Corporation Founders. The decisions and actions of any successor Shareholder Representative will be, for all purposes, those of the Shareholder Representative as if originally named herein. The death or incapacity of any Shareholder will not terminate the authority and agency of the Shareholder Representative. Any vacancy in the position of successor Shareholder Representative may will provide Buyer with prompt written notice of its or his appointment. (d) Buyer will be filled entitled to rely exclusively upon any communication given or other action taken by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall in accordance with this Agreement and will not be required of liable to Shareholders or any other Person for any action taken or not taken in reliance upon the Shareholder Representative. Notices or communications ▇▇▇▇▇ will not be obligated to or from inquire as to the authority of the Shareholder Representative shall constitute notice with respect to or from each the taking of any action set forth in Section 11.17(b) that the holders Shareholder Representative takes on behalf of Company Shares. The Shareholders. (e) Each Shareholder agrees that the Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, actions taken or declined omitted to be takentaken under or in connection with this Agreement or the Escrow Agreement or the transactions contemplated hereby or thereby, in good faith and in except to the exercise extent such actions or omissions shall have been determined by a court of reasonable judgmentcompetent jurisdiction to have constituted willful misconduct or intentional fraud. (bf) A decisionAs used herein, act, consent or instruction “Pro Rata Share” means each Shareholder’s pro rata share of the Shareholder Representative (acting in its capacity issued, outstanding and vested Shares held by all of the Shareholders or such group of Shareholders, as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be finalcase may be, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction determined as of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company SharesClosing Date. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).

Shareholder Representative. (a) As of the Effective TimeBy signing this Agreement, without further act of any holder of Company Shares, each Parent Shareholder shall have irrevocably authorized and appointed the Shareholder Representative shall be appointed as such Person’s representative, exclusive agent and attorney-in-fact for each holder to act on behalf of Company Shares, such Person with respect to give this Agreement and receive notices and communications the Escrow Agreement and to take any and all action actions and make any decisions required or permitted to be taken by the Shareholder Representative pursuant to this Agreement or the Escrow Agreement, including the exercise of the power to, at or after the Closing: (i) give and receive notices and communications; (ii) authorize disbursements of cash from the Escrow Amount and direct distributions from the Seller; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with or otherwise handle any matters described in Section 2.06; (iv) agree to, negotiate, enter into settlements and compromises of, litigate and comply with or otherwise handle any matters described in Article VIII; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and the Escrow Agreement; (vi) engage, employ, or appoint any agents or representatives (including attorneys, accountants, and consultants) to assist it in complying with its duties and obligations; and (vii) take all actions necessary or appropriate in the good faith judgment of the Shareholder Representative for the accomplishment of the following. Notwithstanding the foregoing, the Shareholder Representative shall have no obligation to act on behalf of the holders of Company Shares pursuant to Parent Shareholders, except as expressly provide in this Agreement and in connection the Escrow Agreement. (b) The Shareholder Representative shall be entitled to rely upon any signature believed by it to be genuine and reasonably assume that a signatory has proper authorization to sign on behalf of a Parent Shareholder or other party. Buyer shall be entitled to deal exclusively with the Shareholder Representative on all matters relating to this Agreement, as described herein (including Section 2.06 and 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 Parent NotesShareholder, includingand on any other action taken or purported to be taken on behalf of any Parent Shareholder by the Shareholder Representative, but not limited as being fully binding upon such Person and such Person’s successors. No Parent Shareholder shall have the right to object to, assertingdissent from, prosecuting protest, or settling otherwise contest the same and all defenses which may be available to any claim against Parent Shareholder to contest, negate, or disaffirm the Surviving Corporation action of the Shareholder Representative taken in good faith under this Agreement or the Escrow Agreement are hereby waived. The provisions of this Section, including the power of attorney granted hereby, and the powers, immunities and rights to indemnification granted to the Shareholder Representative hereunder: (i) are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or more Parent Shareholders or defending by operation of Law, whether by death or settling other event; and (ii) shall survive the delivery of an assignment by any claim asserted by Parent Shareholder of the Surviving Corporation whole or Parent. Such any fraction of his, her, or its interest in the Escrow Amount. (c) The Shareholder Representative may resign at any time, and may be changed removed for any reason or no reason by the vote or written consent of holders representing a majority in interest of the Company Shares immediately prior Parent Shareholders according to each Parent Shareholder’s Pro Rata Fraction (the Effective Time from time to time upon written notice given to the Surviving Corporation and “Majority Holders”); provided, however, in no event shall the Shareholder Representative. Any vacancy in Representative be removed without the position of Majority Holders having first appointed a new Shareholder Representative may be filled by which shall assume such duties immediately upon the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required removal of the Shareholder Representative. Notices In the event of the death, incapacity, resignation, dissolution, or communications to or from removal of the Shareholder Representative, a new Shareholder Representative shall constitute notice to be appointed by the vote or from each written consent of the holders Majority Holders. Notice of Company Shares. The such vote or a copy of the written consent appointing such new Shareholder Representative shall not be liable sent to any Shareholder or other Person for any action takenBuyer, or declined such appointment to be taken, effective upon the later of the date indicated in good faith and in the exercise of reasonable judgment. (b) A decision, act, such consent or instruction the date such notice is received by Buyer; provided, however, that until such notice is received, Buyer shall be entitled to rely on the decisions and actions of the prior Shareholder Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Shareholder Representative and the Closing and/or any termination of this Agreement and the Escrow Agreement. (acting in its capacity as d) The parties hereto and the Parent Shareholders acknowledge and agree that the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holdersRepresentative will have no Liability to, and the Surviving Corporation and will not be liable for any Losses of, any party or any Parent may rely upon Shareholder for any such decisionactions, act, consent omissions or instruction obligations of the Shareholder Representative as being under this Agreement or in connection with the decisiontransactions described herein, act, consent or instruction except to the extent such Losses are proven and adjudicated to be the direct result of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred willful misconduct by the Shareholder Representative in fulfilling connection with the duties performance of such position hereunder, including without limitation those duties set forth in Section 7.7 hereofits obligations hereunder and under the Escrow Agreement. Any funds remaining in In no event will the Shareholder Representative Holdback Account be required to advance its own funds on the date behalf of the last payment payable under Parent Shareholders or otherwise. Nothing herein shall limit the liability of any person serving as Shareholder Representative for liability such person may have in their capacity as a Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Shareholder.

Shareholder Representative. (a) As For purposes of this Agreement the Effective Timeshareholders of SoftMagic, without any further act action on the part of any holder of Company Sharessuch shareholder, the Shareholder Representative shall be appointed deemed to have consented to the appointment of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Sant'▇▇▇▇ as agent and the representative of such shareholders (the "Shareholder Representative"), as the attorney-in-fact for each holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holdersshareholder, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use taking by the Shareholder Representative for of any and all actions and the costs and expensesmaking of any decisions required or permitted to be taken by him under this Agreement, including, without limitation, the costs exercise of the Holdback power to (i) execute the Escrow Agent Agreement, (ii) authorize delivery to Puma of the Escrow Shares, or any portion thereof, in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and legal feescompromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, incurred (iv) resolve any Indemnification Claims, and (v) take all actions necessary in the judgment of the Shareholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Shareholder Representative has unlimited authority and power to act on behalf of each shareholder of SoftMagic with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The shareholders of SoftMagic will be bound by all actions taken by the Shareholder Representative in fulfilling connection with this Agreement, and Puma shall be entitled to rely on any action or decision of the duties of such position hereunderShareholder Representative. The Shareholder Representative will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, including without limitation those duties set forth in Section 7.7 hereofdirection, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct, bad faith or gross negligence. Any funds remaining in In all questions arising under this Agreement or the Escrow Agreement, the Shareholder Representative Holdback Account may rely on the date advice of counsel, and the Shareholder Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Shareholder Representative based on such advice. The Shareholder Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. At any time during the term of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to Escrow Agreement, holders of Company a majority of the Escrow Shares who have duly surrendered can appoint a new Shareholder Representative by written consent by sending notice and a copy of the written consent appointing such new Shareholder Representative signed by holders of a majority of the Escrow Shares to Puma and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)the date such consent is received by Puma and the Escrow Agent.

Shareholder Representative. (a) As The Shareholder Representative will act as the agent of the Effective TimeSellers in connection with, without further act and to facilitate the consummation of the transactions contemplated by, this Agreement and the other documents contemplated hereby, and in connection with the activities to be performed on behalf of the Sellers under this Agreement, and will have the full power and authority to settle and resolve any disputes which may arise hereunder and to agree to or modify the methodology or timeframe by which such disputes are to be resolved. Each of the Sellers hereby authorizes the Shareholder Representative to take any action on the Sellers’ behalf in connection with the Sellers’ performance or enforcement of this Agreement, including (i) negotiating, settling or compromising any adjustment to the Purchase Price, including under Section 2.3, (ii) performing all covenants to be performed by the Sellers hereunder, (iii) negotiating, asserting, prosecuting, settling or compromising on behalf of the Sellers any claim for indemnification against MFRM or the Buyer, (iv) negotiating, defending, settling or compromising on behalf of the Sellers any claims against any Seller arising under this Agreement or (v) entering into the Escrow Agreement and negotiating, asserting, prosecuting, defending, settling or compromising on behalf of the Sellers any disputes or claims that may arise under the Escrow Agreement. MFRM and the Buyer shall be entitled to rely exclusively upon the communications of the Shareholder Representative relating to the foregoing matters and such communications shall be deemed to be made on behalf of any holder or all Sellers and neither MFRM nor the Buyer shall be required to comply with any instructions or communications from a Seller even if such instructions or communications are contrary to the instructions or communications of Company Sharesthe Shareholder Representative. (b) Neither MFRM nor the Buyer (a) need be concerned with the authority of the Shareholder Representative to act on behalf of all Sellers as provided hereunder, or (b) shall be held liable or accountable in any manner for any act or omission of the Shareholder Representative in such capacity. (c) The Sellers agree to, jointly and severally, indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any losses or damages incurred by the Shareholder Representative (including reasonable fees and expenses of any legal counsel retained by the Shareholder Representative) arising out of or in connection with the acceptance or administration of the Shareholder Representative’s duties hereunder. The Shareholder Representative shall not have any liability to any Seller or other Person arising out of or relating to the Shareholder Representative’s actions under this Agreement, the Escrow Agreement or any other certificate, exhibit, annex, schedule or other document or agreement delivered or entered into in connection with this Agreement, or with respect to any other matter in this Agreement, the Escrow Agreement or any other certificate, exhibit, annex, schedule or other document or agreement delivered or entered into in connection with this Agreement, including any of his negligent acts or omissions. (d) Unless a Seller or other Person entitled to receive payments from or at the direction of the Shareholder Representative hereunder has provided in writing wire transfer instructions to the Shareholder Representative, the Shareholder Representative shall be appointed as agent and attorney-in-fact for each holder of Company Shares, pay any amounts due to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or such Person from the Shareholder Representative by check payable to the order of such Person and mailed to such Person’s last known address. The Shareholder Representative may rely on the wire transfer instructions or notice address provided by each Seller in writing until such time as such Seller provides written notice of new wire transfer instructions or notice address to the Shareholder Representative (which shall constitute notice to or from each of be effective only upon the holders of Company Sharesreceipt thereof by the Shareholder Representative). The Shareholder Representative shall not be responsible or otherwise liable to any Shareholder or other Person for any action takenmisdirected payments (or to see that any Person receives any such payment) under this Agreement because such Person’s wire transfer instructions or notice address is incorrect, illegible or declined to be taken, in good faith and in the exercise of reasonable judgmentoutdated. (be) A decision, act, consent or instruction of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall serve as the Shareholder Representative (acting in its capacity as until he resigns or is otherwise unable or unwilling to serve. In the event that a Shareholder Representative) Representative resigns from such position or is otherwise unable or unwilling to serve, the Sellers shall constitute select, by the vote or consent of Sellers whose aggregate Allocation Percentages immediately prior to the Closing exceed 50%, a decision of all successor representative to fill such vacancy, shall provide prompt written notice to the holders of Company Shares and shall be final, binding and conclusive upon each Buyer of such holders, change and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share substituted representative shall then be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall deemed to be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs all purposes of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)this Agreement.

Shareholder Representative. (a) As Helene Ploix (such person and any successor or successors being the "▇▇▇▇▇▇▇▇▇▇▇ Representative") shall act as the representative of the Effective TimePrincipal Company Shareholders, without further act of any holder of Company Shares, the Shareholder Representative and shall be appointed as agent and attorney-in-fact for each holder authorized to act on behalf of the Principal Company Shares, to give and receive notices and communications Shareholders and to take any and all action on behalf of actions required or permitted to be taken by the holders of Company Shares Shareholder Representative under this Agreement or the Indemnity Escrow Agreement, with respect to any claims (including the settlement thereof) made by an Issuer Indemnified Party for indemnification or to be held harmless pursuant to this Article IX of the Agreement and with respect to any actions to be taken by the Shareholder Representative pursuant to the terms of the Indemnity Escrow Agreement. The Principal Company Shareholders shall be bound by all actions taken by the Shareholder Representative in its capacity thereof. (b) The Shareholder Representative shall at all times act in his or her capacity as Shareholder Representative in a manner that the Shareholder Representative believes in good faith to be in the best interest of the Principal Company Shareholders. Neither the Shareholder Representative nor any of its directors, officers, agents or employees shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the Indemnity Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Shareholder Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Shareholder Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Indemnity Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Indemnity Escrow Agreement, the Shareholder Representative shall not be required to exercise any discretion or take any action. (c) Each Principal Company Shareholder severally shall indemnify and hold harmless and reimburse the Shareholder Representative from and against such Principal Company Shareholder's ratable share of any and all Losses suffered or incurred by the Shareholder Representative arising out of or resulting from any action taken or omitted to be taken by the Shareholder Representative under this Agreement or the Indemnity Escrow Agreement, other than such Losses arising out of or resulting from the Shareholder Representative's gross negligence, bad faith or willful misconduct. Each Principal Company Shareholder agrees that the Shareholder Representative may make claims first, against the Expense Escrow Shares, and second, against the Indemnity Escrow Shares, but solely to the extent any Indemnity Escrow Shares are available for transfer to the Shareholder Representative pursuant to Section 1.07(g) or (i) of the Indemnity Escrow Agreement, for any and all Losses against which the Shareholder Representative is to be indemnified, held harmless and reimbursed pursuant to this Section 9.04(c). In the event that the Expense Escrow Shares and, if available pursuant to Section 1.07(g) or (i) of the Indemnity Escrow Agreement, the Indemnity Escrow Shares are not, or the Shareholder Representative reasonably believes will not be, sufficient to indemnify, hold harmless and reimburse the Shareholder Representative pursuant to this Section 9.04(c), the Shareholder Representative may request (an "Additional Funding Request") that additional funds (the "Additional Funds") be deposited by the Principal Company Shareholders with the Expense Escrow Agent to be held pursuant to the terms of the Expense Escrow Agreement by delivery to the Principal Company Shareholders of a written notice (a "Funding Request Notice") making an Additional Funding Request. Each Funding Request Notice shall: (i) state the amount of Additional Funds required, or estimated in the good faith judgment of the Shareholder Representative to be required, to hold harmless the Shareholder Representative pursuant to this Section 9.04(c) and/or to reimburse the Shareholder Representative for any expenses incurred in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against performance of its duties pursuant to Section 9.04; (ii) state the Surviving Corporation or Parent or defending or settling any claim asserted pro rata share (which will be based on each Principal Company Shareholder's initial interest in the fund established pursuant to the Expense Escrow Agreement (the "Expense Escrow Fund")) of the Additional Funds (the "Pro Rata Amount") that each Principal Company Shareholder shall be required to deliver to the Expense Escrow Agent in the event that the Additional Fund Request is approved by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by Principal Company Shareholders in accordance with this Section 9.04(c); and (iii) specify in reasonable detail the consent of holders representing a majority nature and amount of the Company Shares immediately Losses incurred prior to the Effective Time from time to time upon written notice given to date of the Surviving Corporation Funding Request Notice and the Shareholder Representativeintended use of the Additional Funds. Any vacancy in In the position event that the holders of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior held by the Principal Company Shareholders as of the Effective Date agree to the Effective Time to replace any Shareholder Representative so appointed. No bond Additional Funding Request, all of the Principal Company Shareholders shall be required deemed to have agreed to the Additional Funding Request and shall deliver to the Expense Escrow Agent for deposit into the Expense Escrow Fund either (i) cash in an amount equal to such Principal Company Shareholder's Pro Rata Amount or (ii) the number of shares of Issuer Common Stock equal to such Principal Company Shareholder's Pro Rata Amount divided by the Average Closing Price as of the earlier of (i) the date of such delivery to the Expense Escrow Agent and (ii) the date such Principal Company Shareholder Representativemails or instructs its broker to deliver, to the Expense Escrow Agent such shares of Issuer Common Stock. Notices or communications Notwithstanding anything to or from the Shareholder Representative shall constitute notice to or from each of contrary contained herein, the holders of Company Shares. The Shareholder Representative shall not be liable to any Principal Company Shareholder for taking or other Person for omitting to take any action takenin the event that funds are not, or declined the Shareholder Representative reasonably believes that funds will not be, available to be takenindemnify, hold harmless or reimburse the Shareholder Representative in good faith and in the exercise of reasonable judgmentaccordance with this Section 9.04(c). (bd) A decisionNotwithstanding anything to the contrary herein or in the Indemnity Escrow Agreement, actthe Shareholder Representative shall not in any manner exercise, consent or instruction seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or the Issuer now or hereafter owned of record or beneficially by any Principal Company Shareholder unless the Shareholder Representative is expressly authorized to do so in a writing signed by such Principal Company Shareholder. In all matters relating to this Article IX, the Shareholder Representative shall be the only party entitled to assert the rights of the Principal Company Shareholders, and the Shareholder Representative shall perform all of the obligations of the Principal Company Shareholders hereunder. The Issuer shall be entitled to rely on all statements, representations and decisions of the Shareholder Representative Representative. (acting in its capacity as e) Each Principal Company Shareholder shall deliver to the Shareholder Representative) shall constitute Representative a decision power of all attorney, substantially in the holders form of Company Shares and shall be finalExhibit M attached hereto, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of to appoint the Shareholder Representative as being such Principal Company Shareholder's attorney in fact to perform any act required under this Agreement and the decisionIndemnity Escrow Agreement, act, consent or instruction of each such holder of subject to the terms hereof and thereof. Each Principal Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by hereby acknowledges and agrees that the Shareholder Representative for may execute and deliver on such Principal Company Shareholder's behalf the costs Expense Escrow Agreement and, upon such execution and expenses, including, without limitationdelivery, the costs of the Holdback Expense Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes Agreement shall be distributed a binding obligation on a Pro Rata Basis to holders of such Principal Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Shareholder.

Shareholder Representative. (a) As The Shareholder Representative is hereby appointed by the Company to serve as the representative of the Effective TimeShareholders with respect to the matters expressly set forth in this Agreement to be performed by the Shareholder Representative. By delivery of a Letter of Transmittal or Option Cancellation Agreement, the Shareholders and option holders of the Company hereby irrevocably appoint the Shareholder Representative as the representative, true and lawful agent, proxy and attorney in fact of the Shareholders and option holders for all purposes of this Agreement, with full power and authority on such Shareholder’s or option holder’s behalf (i) to consummate the transactions contemplated herein, (ii) to pay such Shareholder’s or option holder’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 on behalf of or to such Shareholder or option holder and to hold back from disbursement any such funds to the extent it reasonably determines may be necessary, (iv) to execute and deliver any certificates representing the Company’s stock and execution of such further instruments as the Parent shall reasonably request, (v) to execute and deliver on behalf of such Shareholders and option holders all documents contemplated herein and any amendment or waiver hereto, (vi) to take all other actions to be taken by or on behalf of such Shareholder or option holder in connection herewith, (vii) to negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including without further limitation, disputes arising under this Agreement, (viii) to waive any condition to the obligation of the Shareholders to consummate the transactions contemplated herein, (ix) to give and receive notices on behalf of the Shareholders and (x) to do each and every act and exercise any and all rights which such Shareholder is, or the Shareholders collectively are, permitted or required to do or exercise under this Agreement. The Shareholders, by approving the principal terms of the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto 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 Shareholders might or could do in person. Each of the Shareholders agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Shareholder Representative and shall survive the death, incapacity or bankruptcy of any holder Shareholder. (b) All decisions, actions, consents and instructions of Company Shares, the Shareholder Representative shall be appointed as final and binding upon all the Shareholders and no Shareholder shall have any right to object, dissent, protest or otherwise contest the same, except for fraud, bad faith or willful misconduct. Neither the Shareholder Representative nor any agent and attorney-in-fact employed by Shareholder Representative shall incur any liability to any Shareholder relating to the performance of its duties hereunder except for each holder actions or omissions constituting fraud, bad faith or willful misconduct. The Shareholder Representative shall not have by reason of Company Sharesthis Agreement a fiduciary relationship in respect of any Shareholder, to give and receive notices and communications and to take any and all action except in respect of amounts actually received on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Sharessuch Shareholder. The Shareholder Representative shall not be liable required to make any Shareholder inquiry concerning either the performance or other Person for observance of any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision terms, provisions or conditions of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Sharesthis Agreement. (c) $250,000 from The Shareholders shall cooperate with the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account"and any accountants, attorneys or other agents whom the Shareholder Representative may retain to assist in carrying out Shareholder Representative’s duties hereunder. The Shareholders shall reimburse the Shareholder Representative for all costs and expenses, including professional fees, incurred. (d) with Park Cities Bank, Dallas, Texas (The Shareholder Representative shall hold the "Holdback Escrow Agent"), which amount shall be made available for use Reserve Amount in trust in the Reserve Account to cover and reimburse the fees and expenses and other payment obligations incurred by the Shareholder Representative for its or the costs Shareholders’ obligations, including indemnification obligations, in connection with this Agreement and expenses, including, without limitation, the costs transactions contemplated herein. Any balance of the Holdback Escrow Agent Reserve Account not incurred for such purposes shall be distributed to the Shareholders and legal feesoption holders in accordance with the terms of this Agreement as soon as reasonably practicable (and in any event within sixty (60) days) after the later of (i) the General Expiration Date and (ii) the final resolution of all pending indemnification claims, incurred by after payment of the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in amount due to it from the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Reserve Account.

Shareholder Representative. (a) As By virtue of their approval of this Agreement, the shareholders of Target Corporation will be deemed to have irrevocably constituted and appointed, effective as of the Effective Time, without further act of any holder of Company SharesClosing, the Shareholder Representative shall be appointed as agent the representative and attorney-in-fact for each holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement shareholders, and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use taking by the Shareholder Representative for of any and all actions and the costs and expensesmaking of any decisions required or permitted to be taken by her under this Agreement or the Escrow Agreement, including, without limitation, the costs exercise of the Holdback power to (i) execute the Escrow Agent Agreement, (ii) agree to, negotiate, enter into settlements and legal feescompromises of and comply with orders of courts and awards of arbitrators with respect to any indemnification claim, incurred (iii) resolve any indemnification claim, including claims relating to the ▇▇▇▇▇▇ Dispute and (iv) take all actions necessary in the judgment of the Shareholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Shareholder Representative has unlimited authority and power to act on behalf of each shareholder of Target Corporation with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement. The shareholders of Target Corporation will be bound by all actions taken by the Shareholder Representative in fulfilling connection with this Agreement, and Acquiring Corporation and Newco shall be entitled to rely on any action or decision of the duties of such position hereunderShareholder Representative. The Shareholder Representative will incur no liability with respect to any action taken or suffered by her in reliance upon any notice, including without limitation those duties set forth in Section 7.7 hereofdirection, instruction, consent, statement or other document believed by her to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except her own willful misconduct or bad faith. Any funds remaining in In all questions arising under this Agreement or the Escrow Agreement, the Shareholder Representative Holdback Account may rely on the date advice of counsel, and the last payment payable under Shareholder Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Parent Notes shall Shareholder Representative based on such advice. Except as expressly provided herein, the Shareholder Representative will not be distributed on a Pro Rata Basis required to holders of Company Shares who have duly surrendered take any action involving any expense, other than as required by this Agreement or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)the Escrow Agreement.

Shareholder Representative. (a) As Shareholder Representative shall, by virtue of the Effective TimeClosing, be the only Person authorized and empowered to act for and on behalf of the Shareholders, and Parent shall be entitled to transact with only the Shareholder Representative, in connection with the indemnity provisions of this Article VIII and with respect to all matters relating to the Shareholders under this Agreement and the Escrow Agreement, including the payment of the Per Share Closing Consideration on behalf of Barrier, the determination of the Price Adjustment under Section 2.7, the Tax provisions of Section 5.10, the notice provisions of this Agreement and the Escrow Agreement and such other matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement or the Escrow Agreement and the agreements and documents contemplated hereby or thereby including, without limitation, to act as the representative of the Shareholders to review and authorize all setoffs, claims and other payments authorized or directed by this Agreement or the Escrow Agreement and dispute or question the accuracy thereof, to compromise on their behalf with Parent any claims asserted hereunder or thereunder and to authorize payments to be made with respect thereto and to take such further act actions as are authorized in this Agreement or the Escrow Agreement. Upon the filing of any holder a certificate of Company Sharesdissolution of the Shareholder Representative with the Secretary of State of the State of California or upon the resignation of the Shareholder Representative (or upon the dissolution, the resignation, death or incapacity of a successor Shareholder Representative), a successor Shareholder Representative shall be appointed as agent and attorney-in-fact for each holder elected within thirty (30) days by the vote of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of Barrier Shares; provided that if no successor Shareholder Representative shall be elected in such 30-day period, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall become the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the successor Shareholder Representative. Any vacancy in If the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject applies for or consents to the right appointment of holders representing a majority receiver, files a voluntary petition for bankruptcy, makes a general assignment for the benefit of creditors, or makes a written admission of inability to pay debts when they become due, or an order, judgment or decree is entered by any court of competent jurisdiction (or on the outstanding Company Shares immediately prior to application of a creditor) adjudicating the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required bankrupt or insolvent or approving a petition of reorganization of the Shareholder Representative. Notices Representative or communications to appointing a receiver, trustee or from liquidator of the Shareholder Representative or all or a substantial part of its assets, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall constitute notice to or from each of become the holders of Company Sharessuccessor Shareholder Representative. The Shareholder Representative shall not be liable to Shareholders or Parent or any Shareholder or other Person for with respect to any action taken, taken or declined omitted to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use taken by the Shareholder Representative for under or in connection with this Agreement unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the costs and expenses, including, without limitation, the costs part of the Holdback Escrow Agent Shareholder Representative. Parent shall be entitled to rely on such authorization and legal fees, incurred by the treat such Shareholder Representative in fulfilling as the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date duly authorized agent of the last payment payable under the Parent Notes Shareholders. The Shareholders shall be distributed on a Pro Rata Basis deemed to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)confirm such authority if Barrier shall obtain the Requisite Shareholder Approval.

Shareholder Representative. (a) As of the Effective Time, without further act of any holder of Company Shares, the Shareholder Representative shall be appointed 7.1 The Shareholders hereby designate ▇▇▇▇▇ ▇▇▇▇▇ as agent their authorized representative and attorney-in-fact for each holder to undertake and perform in their name and on their behalf the duties and responsibilities of Company Shares, the Shareholder Representative set forth in this Agreement. The Shareholder Representative accepts and agrees to give discharge diligently the duties and receive notices responsibilities of the Shareholder Representative set forth in this Agreement. SM&A and communications the Escrow Agent shall be entitled to rely upon the authorization and designation of the Shareholder Representative under this Section 7. --------- 7.2 The Shareholder Representative is authorized to take any action he deems appropriate or necessary to carry out the provisions of, and all action on behalf to determine the rights of the holders of Company Shares Shareholders under, this Agreement, including without limitation, taking any action required or permitted under this Agreement to protect or enforce the Shareholders' rights to the Escrow Funds. The Shareholder Representative's authority includes but is not limited to: (a) receiving all notices or other documents given or to be given pursuant to this Agreement and or in connection with the Parent Notestransactions contemplated hereby; (b) engaging special counsel, includingaccountants, but not limited to, asserting, investment banks or other advisors; (c) prosecuting or and settling any claim against dispute in connection with this Agreement, including without limitation the Surviving Corporation or Parent or defending or settling resolution of any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority disputes related to disbursements of the Company Shares immediately prior to Escrow Funds; and (d) paying all expenses of the Effective Time from time to time upon written notice given to the Surviving Corporation Shareholders incurred in connection with this Agreement and the Shareholder Representative. Any vacancy in transactions contemplated hereby. 7.3 In the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority event of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required death, resignation, discharge or incapacity of the Shareholder Representative. Notices or communications to or from , ▇▇▇▇ ▇▇▇▇▇ shall be treated as the successor Shareholder Representative. 7.4 The Shareholder Representative shall constitute notice to or from each keep the Shareholders reasonably informed of the holders his decisions of Company Sharesa material nature. 7.5 The Shareholder Representative shall diligently discharge his duties and responsibilities under this Agreement. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, taken or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred omitted by the Shareholder Representative in fulfilling good faith, or for any mistake of fact or law, unless caused by his own gross negligence or willful misconduct. 7.6 The Shareholder Representative shall be entitled to treat as genuine any letter or other document furnished to him by SM&A or the duties of such position Escrow Agent and reasonably believed by him to be genuine and have been signed and presented by the proper party or parties. 7.7 The Shareholder Representative shall not be entitled to any compensation for services hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in . 7.8 SM&A shall be entitled to treat as genuine any letter or other document furnished to it by the Shareholder Representative Holdback Account on or the date of Escrow Agent and reasonably believed by it to be genuine and have been signed and presented by the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered proper party or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)parties.

Shareholder Representative. (a) As Immediately upon receipt of the Effective TimeRequisite Shareholder Approvals, without further each Participating DMG Shareholder shall be deemed to have irrevocably appointed, authorized and directed Shareholder Representative Services LLC to act of any holder of Company Shares, as the Shareholder Representative shall be appointed Representative, as agent such Participating DMG Shareholder’s agent, representative and attorney-in-fact for each holder fact. The Shareholder Representative shall, on behalf of Company Shares, to the Participating DMG Shareholders (i) give and receive notices and communications communications, (ii) review, negotiate, agree to and settle claims and disputes relating to indemnified amounts, (iii) object to such deliveries, agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of Governmental Authorities and awards of arbitrators with respect to such claims, (iv) execute and deliver payment and other instructions to the Escrow Agent pursuant to the terms hereof and the Escrow Agreement, (v) hold, apply and administer the Expense Fund, (vi) take any and all action on behalf actions necessary or appropriate in the judgment of the holders Shareholder Representative for the accomplishment of Company Shares the foregoing and (vii) perform other functions specified in this Agreement. Any notices delivered to the Shareholder Representative pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may shall be changed by the consent of holders representing a majority of the Company Shares immediately prior deemed delivered to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder RepresentativeParticipating DMG Shareholders. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares Participating DMG Shareholders and shall be final, binding and conclusive upon each of such holdersParticipating DMG Shareholder, and the Surviving Corporation Escrow Agent and Parent VisionChina and their respective Affiliates may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each and every such holder Participating DMG Shareholder. The Escrow Agent, VisionChina and their respective Affiliates are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of Company Sharesthe Shareholder Representative. Notwithstanding anything to the contrary set forth herein, the Shareholder Representative shall have no authority to enter into any settlement agreement or other instrument that includes any admission of guilt or wrongdoing by any Participating DMG Shareholder without the prior written consent of such Participating DMG Shareholder. In connection with the foregoing appointment of Shareholder Representative Services LLC as the Shareholder Representative, each Participating DMG Shareholder hereby agrees to receive correspondence, in electronic form or otherwise, from the Shareholder Representative. (b) The Shareholder Representative, individually, may resign at any time, and may be removed for any reason or no reason by the vote or written consent of Participating DMG Shareholders representing a majority interest in the Escrow Fund (the “Majority Holders”); provided, however, that no such resignation or removal shall be effective until a new Shareholder Representative, who shall be reasonably able to perform the duties of the Shareholder Representative hereunder and reasonably satisfactory to VisionChina (which determination of satisfaction shall not be unreasonably withheld or delayed), has been appointed and such new Shareholder Representative agrees in writing delivered to VisionChina to be bound by the terms of this Agreement and the Escrow Agreement that relate to the Shareholder Representative. Subject to compliance with the foregoing proviso, in the event of resignation or removal of the Shareholder Representative, a new Shareholder 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 a new Shareholder Representative shall be sent to VisionChina and, after the Effective Time, to the Surviving Corporation, such appointment to be effective (subject to compliance with the proviso in the first sentence of this Section 4.8(b)) upon the later of the date indicated in such consent or the date such consent is received by VisionChina and, after the Effective Time, the Surviving Corporation. Notwithstanding the foregoing, the Shareholder Representative may resign 30 days after giving notice to the Majority Holders, but only insofar as a replacement has been selected by the Majority Holders in accordance with the foregoing. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use The approval of this Agreement by the Requisite Shareholder Representative for Approvals shall also be deemed to constitute approval of and agreement to the costs and expensesprovisions hereof binding upon the Participating DMG Shareholders, including, without limitation, Article VII hereof. (d) In performing the costs functions specified in this Agreement and the Escrow Agreement, the Shareholder Representative shall not be liable to any Participating DMG Shareholder in the absence of gross negligence or willful misconduct on the part of the Holdback Escrow Agent Shareholder Representative. Each Participating DMG Shareholder shall severally (based on each such Participating DMG Shareholder’s respective allocation of the Merger Consideration), and not jointly, indemnify and hold harmless the Shareholder Representative from and against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees, fees and other costs reasonably incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereofRepresentative. Any funds remaining in If not paid directly to the Shareholder Representative Holdback Account on the date out of the last payment payable under Expense Fund or otherwise by the Parent Notes shall Participating DMG Shareholders, such losses, liabilities or expenses may be recovered by the Shareholder Representative from the Escrow Amount otherwise distributable to the Participating DMG Shareholders (and not distributed on or distributable to any Indemnified Person or subject to a Pro Rata Basis to holders pending indemnification claim of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates any Indemnified Person) following the Escrow Release Date pursuant to Section 2.5(b)the terms hereof and the Escrow Agreement at the time of distribution.

Shareholder Representative. (a) As Each Shareholder hereby irrevocably appoints Yao (the “Shareholder Representative”) as the agent for each such Shareholder with full power of attorney to act for and on behalf of such Shareholder in any capacity in connection with this Agreement and all other agreements, documents and instruments executed and delivered by any Shareholder, including the Effective Timegiving and receiving of all notices, without further act of any holder of Company Sharesreports, waivers and consents. Each Shareholder agrees to deliver this Agreement to the Shareholder Representative and hereby authorizes the Shareholder Representative to (a) amend or modify this Agreement on behalf of such Shareholder, (b) attend the Closing on behalf of a Shareholder, (c) execute, deliver and endorse any other agreements, documents or instruments required to be executed, delivered or endorsed on behalf of a Shareholder to consummate the transactions contemplated by this Agreement, (d) negotiate and settle any indemnification claim made by Buyer which may result in the further payment by a Shareholder as an Indemnifying Party hereunder, (e) receive each Shareholder’s allocable Pro Rata Share of the Purchase Price, which shall be appointed as agent allocated among and attorney-in-fact paid to the Shareholders by the Shareholder Representative, and (f) take all other actions for each holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and Shareholders, whether before or after the Closing, that may be necessary or desirable in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority consummation of the Company Shares immediately prior contemplated transactions or in connection with any matters arising after the Closing relating to this Agreement, including with respect to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder RepresentativeEscrow Agreement. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined All provisions hereunder requiring actions to be taken, consents to be given, requiring action to a Shareholder’s or the Shareholders’ satisfaction and the like, shall be deemed satisfied if such action is taken, such consent given or approval or similar step is taken or given by the Shareholder Representative on behalf of a Shareholder. Each Shareholder hereby designates and appoints Shareholder Representative to serve as agent to receive on such Shareholder’s behalf service of notices under this Agreement, as well as service of all process or other similar notices of suit in good faith any proceedings in any courts, such service or similar notice of suit being hereby acknowledged by a Shareholder to be effective and binding service or notice in the exercise of reasonable judgmentevery respect. (b) A decisionThe Shareholder Representative will not be liable for any act taken or omitted to be taken as Shareholder Representative, actexcept to the extent such actions are determined by a court of competent jurisdiction to have constituted actual fraud or intentionally wrongful misconduct. Except in cases where a court of competent jurisdiction has made such a determination, the Shareholders shall severally but not jointly indemnify and hold harmless the Shareholder Representative from and against any and all claims against it. The Shareholder Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of Shareholders who received a majority of the Pro Rata Share of the Purchase Price. In the event of the death, incapacity, resignation or instruction removal of the Shareholder Representative, a new Shareholder Representative (acting in its capacity as must be appointed by the Shareholder Representative) shall constitute vote or written consent of Shareholders who received a decision majority of all the holders Pro Rata Share of Company Shares and shall be final, binding and conclusive upon each of such holders, the Purchase Price. Buyer and the Surviving Corporation and Parent Escrow Agent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each of the Shareholders. The Buyer and the Escrow Agent are hereby relieved from any liability to any Person for any acts done by them in accordance with such holder decision, act, consent or instruction of Company Sharesthe Shareholder Representative. (c) $250,000 from the aggregate Cash Consideration Per Share Each Shareholder, severally and not jointly in accordance with his, her or its Pro Rata Share, shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bankindemnify, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by defend and hold harmless the Shareholder Representative for the from and against any and all losses, claims, damages, liabilities, fees, costs, expenses (including fees, disbursements and costs of counsel and expensesother skilled professionals and in connection with seeking recovery from insurers), includingjudgments, without limitationfines or amounts paid in settlement (collectively, the costs “Representative Expenses”) incurred without gross negligence or willful misconduct on the part of the Holdback Shareholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. Such Representative Expenses may be recovered first, from the Expense Fund Amount (as defined below), second, from any distribution of the Escrow Agent Amount otherwise distributable to the Shareholders at the time of distribution, and legal feesthird, directly from the Shareholders. The Shareholders acknowledge that the Shareholder Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated herein. Furthermore, the Shareholder Representative shall not be required to take any action unless the Shareholder Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Shareholder Representative against the costs, expenses and liabilities which may be incurred by the Shareholder Representative in fulfilling performing such actions. (d) Upon the duties Closing, each Shareholder hereby authorizes Buyer to withhold an aggregate amount equal to $150,000 (the “Expense Fund Amount”) and an amount of $100,000 (the “Working Capital Holdback Amount” and, together with the Expense Fund Amount, the “Amounts”) from the amounts otherwise payable to the Shareholders pursuant to this Agreement and to deliver such position hereunder, including without limitation those duties set forth in Section 7.7 hereofamount to the Shareholder Representative. Any funds remaining in The Expense Fund Amount shall be held by the Shareholder Representative in a segregated account and shall be used for the purposes of paying directly or reimbursing the Shareholder Representative for any Representative Expenses incurred pursuant to this Agreement. The Working Capital Holdback Account Amount shall be held by the Shareholder Representative in a segregated account and shall be used for the purposes of paying any cash due under Section 2.8(c). The Shareholder Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Amounts other than as a result of its gross negligence or willful misconduct. The Shareholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Amounts, and has no tax reporting or income distribution obligations. The Shareholders will not receive any interest on the date of Amounts and assign to the last payment payable under Shareholder Representative any such interest. The Shareholder Representative may contribute funds to the Parent Notes Amounts from any consideration otherwise distributable to the Shareholders. As soon as reasonably determined by the Shareholder Representative that the Amounts are no longer required to be withheld, the Shareholder Representative shall be distributed on a Pro Rata Basis distribute the remaining Amounts (if any) to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)the Shareholders.

Shareholder Representative. (a) As ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is hereby appointed as the “Shareholder Representative”, whose appointment will be ratified by the shareholders of the Company prior to the Effective TimeTime pursuant to the Accredited Shareholder Agreements and Letters of Transmittal and the Unaccredited Shareholder Agreements and Letters of Transmittal which are delivered prior to the Effective Time and whose appointment will also be ratified by the Unaccredited Shareholders and Eligible Stock Option Holders after the Effective Time pursuant to each Unaccredited Shareholder Agreement and Letter of Transmittal and each Optionholder Letter of Transmittal, without further respectively. The Shareholder Representative shall have the power and authority to act for all purposes under this Agreement on behalf of any all of the Eligible Shareholders, Eligible Stock Option Holders and holders of Shares and Company Stock Options (except Dissenting Shareholders) who have not yet become Eligible Shareholders or Eligible Stock Option Holders. By delivery of his, her or its respective Accredited Shareholder Agreement and Letter of Transmittal, Unaccredited Shareholder Agreement and Letter of Transmittal, or Optionholder Letter of Transmittal, as applicable, each former shareholder of the Company and holder of a Company Shares, Stock Option shall be deemed at the Effective Time to have irrevocably appointed the Shareholder Representative shall be appointed as agent and his, her or its attorney-in-fact and agent to act for each such shareholder or holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf Stock Option within the scope of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice authority given to the Surviving Corporation Shareholder Representative and in accordance with and pursuant to the Shareholder Representative. Any vacancy other terms and conditions described in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing attached Exhibit J and made a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expensespart hereof, including, without limitation, the costs authority to direct the Paying Agent to receive, invest, spend and distribute the portion of the Holdback Merger Consideration payable to the Paying Agent and the authority to direct the Indemnification Escrow Agent to receive, invest, spend and legal fees, distribute the Escrowed Property pursuant to the Indemnification Escrow Agreement. All reasonable fees and expenses incurred by the Shareholder Representative in fulfilling connection with this Agreement shall be borne by the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereofEligible Shareholders on a pro rata basis. Any funds remaining in The Indemnification Escrow Agent is authorized to reimburse the Shareholder Representative Holdback Account for any expenses of accountants, advisors and other experts, attorney’s fees, other professionals’ fees or any other fees, costs and expenses actually incurred by the Shareholder Representative in connection with defending, settling or satisfying any Actions or Orders that relate to the performance of the Shareholder Representative’s obligations when acting in a capacity as the Shareholder Representative (collectively, “Costs and Fees”) solely at the direction of the Shareholder Representative, without verification of the Costs and Fees, solely out of the Costs and Fees Escrow Amount. The Shareholder Representative shall only direct the Indemnification Escrow Agent to distribute the Costs and Fees to the Shareholder Representative in connection with Costs and Fees. Parent, Sub, the Surviving Corporation, Paying Agent and Indemnification Escrow Agent shall be entitled to rely on the date written instructions of the last payment payable under the Parent Notes Shareholder Representative and shall be distributed on a Pro Rata Basis to holders protected from any liability of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)any kind for actions taken in reliance upon such written instructions.

Shareholder Representative. (a) As 2.14.1. By approving the Merger at a special meeting of the Effective TimeShareholders or by written consent of the Shareholders and/or by executing and delivering the Support Agreement, without further act and/or a Letter of any holder Transmittal and accepting a portion of the Merger Consideration, each Company Shares, Equityholder shall have irrevocably authorized and appointed the Shareholder Representative shall be and any replacement representative appointed pursuant to Section 2.14.2, with full power of substitution and resubstitution, as agent his, her or its representative and true and lawful attorney-in-fact for each holder and agent to act in his, her or its name, place and stead with respect to all matters arising in connection with this Agreement, including, without limitation, the power and authority, in his sole discretion, to: (a) take any action contemplated to be taken by the Company Equityholders under this Agreement, including, without limitation, pursuant to Section 9 of Company Sharesthis Agreement; (b) negotiate, determine, defend and settle any disputes that may arise under or in connection with this Agreement, including, without limitation, with respect to give any indemnification claim pursuant to Section 9; and (c) make, execute, acknowledge and receive notices deliver any releases, assurances, receipts, requests, instructions, notices, agreements, certificates and communications any other instruments, and to generally do any and all things and take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and actions that may be requisite, proper or advisable in connection with the Parent Notesthis Agreement, including, but without limitation, pursuant to Section 9. 2.14.2. The appointment of the Shareholder Representative may not limited to, asserting, prosecuting or settling be revoked except in accordance with this Section 2.14.2. (a) The Shareholder Representative may resign at any claim against time on five (5) Business Days' written notice to Parent and the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or ParentCompany Equityholders. Such The Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time replaced from time to time (including following resignation of the Shareholder Representative) by majority vote of those Company Equityholders entitled to receive any portion of the Merger Consideration based upon written their relative interests in the Merger Consideration, upon notice given to Parent, which replacement shall be effective one (1) Business Day after receipt of such notice by Parent. If at the Surviving Corporation and time of any such replacement the deadline hereunder for Parent to provide notice to the Shareholder Representative with respect to any indemnification claim or action to be taken in connection with this Agreement is within fifteen (15) days, then such deadline shall be extended such number of days that is fifteen (15) days after Parent's receipt of such notice of replacement. (b) In performing the functions specified in this Agreement, the Shareholder Representative will not be liable to any Person including, without limitation, for any actions or omissions taken by the Shareholder Representative. Any vacancy , in the position absence of Shareholder Representative may be filled by fraud or willful misconduct on the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required part of the Shareholder Representative. Notices By approving the Merger or communications to or from receiving a portion of the Merger Consideration, the Company Equityholders have accepted the limitations on the Shareholder Representative shall constitute notice to or from each of the holders of Company SharesRepresentative's liability set forth in this Section 2.14.2(b). The Shareholder Representative shall not be liable entitled to any Shareholder fee, commission or other Person compensation for any action taken, or declined to be taken, in good faith and in the exercise performance of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity services as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon but any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the out-of-pocket costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, expenses incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in connection with actions taken by the Shareholder Representative Holdback Account on pursuant to the date terms of this Agreement (including the last payment payable under hiring of legal counsel and the Parent Notes incurring of legal fees and costs) shall be distributed reimbursed to the Shareholder Representative by the Company Equityholders on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)pro rata basis.

Shareholder Representative. (a) As By adoption of this Agreement, execution or submission of a Form of Election or the acceptance of any portion of the Effective TimeMerger Consideration, without further act of any holder of each Company Shares, Holder hereby designates the Shareholder Representative shall be appointed as agent and attorney-in-fact for each holder of Company Shares, to give and receive notices and communications and to take execute any and all action instruments or other documents on behalf of such Company Holder, and to do any and all other acts or things on behalf of such Company Holder, which the holders of Company Shares Shareholder Representative may deem necessary or advisable, or which may be required pursuant to this Agreement and Agreement, the Ancillary Agreements or otherwise, in connection with the Parent Notesconsummation of the transactions contemplated hereby or thereby and the performance of all obligations hereunder or thereunder at or following the Closing, including, but not limited to, assertingthe exercise of the power to: (i) execute the Ancillary Agreements on behalf of each Company Holder; (ii) act for each Company Holder with respect to any the Ancillary Agreements; (iii) give and receive notices and communications to or from the Parent relating to this Agreement, prosecuting the Ancillary Agreements or settling any claim against of the Surviving Corporation transactions and other matters contemplated hereby or Parent thereby (except to the extent that this Agreement or defending any Ancillary Agreement expressly contemplates that any such notice or settling any claim asserted communication shall be given or received by such Company Holders individually); (iv) to enforce and protect the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority rights and interests of the Company Shares immediately prior Holders and to enforce and protect the rights and interests of such Persons arising out of or under or in any manner relating to this Agreement and the transactions provided for herein, from and after the Closing; (v) directing the method of payment for any deferred payments owed to the Effective Time from time Company Holders pursuant to time upon written notice given Tax Receivables Agreement and coordinating with Parent with respect thereto; (vi) execute a Section 431 Election, to the extent applicable; and (vii) take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. The Shareholder Representative shall have authority and power to act on behalf of each Company Holder with respect to the disposition, settlement or other handling of all claims under this Agreement or the Ancillary Agreements and all rights or obligations arising hereunder or thereunder. The Company Holders shall be bound by all actions taken and documents executed by the Shareholders Representative in connection with this Agreement and the Ancillary Agreements, and the Parent and Surviving Corporation NewCo and any of their affiliates shall be entitled to rely on any action or decision of the Shareholder Representative. Any vacancy in the position of The Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representativereceive no compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of Company Holder. (b) In performing the holders of Company Shares. The functions specified in this Agreement, the Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and Company Holder in the exercise absence of reasonable judgment. gross negligence or willful misconduct on the part of the Shareholder Representative. Each Company Holder shall severally (b) A decisionbased on each such Company Holder’s Pro Rata Share), actand not jointly, consent indemnify and hold harmless the Shareholder Representative from and against any loss incurred without gross negligence or instruction willful misconduct on the part of the Shareholder Representative (acting and arising out of or in connection with the acceptance or administration of its capacity as the duties hereunder. The Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holdersRepresentative may draw at any time, and from time to time, from the Surviving Corporation Administrative Expense Account to pay any amounts due by the Company Holders hereunder, including, any losses, third-party fees, expenses or costs it incurs in performing its duties and Parent may rely upon any such decision, act, consent obligations under this Agreement by or instruction on behalf of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expensesHolders, including, without limitation, the costs of the Holdback Escrow Agent legal and legal consultant fees, incurred by expenses and costs for reviewing, analyzing and defending any claim or process arising under or pursuant to this Agreement or any Ancillary Agreement (collectively, “Administrative Costs”). From and after the Closing, if the Shareholder Representative in fulfilling determines that the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining amounts in the Administrative Expense Account are (c) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Company Holder and (ii) shall survive the consummation of the Mergers, and any action taken by Shareholder Representative Holdback Account on pursuant to the date of the last payment payable under the Parent Notes authority granted in this Agreement shall be distributed effective and binding on a Pro Rata Basis to holders each Company Holder notwithstanding any contrary action of or direction from such Company Shares who have duly surrendered Holder, except for actions or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)omissions of Shareholder Representative constituting willful misconduct.

Shareholder Representative. (a) As By the execution and delivery of this Agreement, each of the Effective TimeShareholder hereby irrevocably constitutes and appoints Ft. ▇▇▇▇ (the “Shareholder Representative”), without further act of any holder of Company Sharesand Ft. ▇▇▇▇ hereby accepts such appointment, as the Shareholder Representative shall be appointed as true and lawful agent and attorney-in-fact for each holder of Company Sharesthe Shareholders with full power of substitution to act in the name, to give place and receive notices and communications stead of the Shareholders and to take any and all action act on behalf of the holders of Company Shares pursuant to Shareholders in any litigation or arbitration involving this Agreement and the Transactions, do or refrain from doing all such further acts and things, and execute all such documents as the Shareholder Representative shall deem necessary or appropriate in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expensesTransactions, including, without limitation, the costs power: (i) to act for the Shareholders with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of the Holdback Escrow Agent Shareholders and to transact matters of litigation; (ii) to execute and deliver all ancillary agreements, certificates and documents that the Shareholder Representative deems necessary or appropriate in connection with the consummation of the Transactions; (iii) to receive funds and give receipts for funds, including in respect of any adjustments to the Purchase Price; (iv) to do or refrain from doing any further act or deed on behalf of the Shareholders that the Shareholder Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Shareholders could do if personally present; and (v) to receive service of process in connection with any claims under this Agreement. (b) The appointment of the Shareholder Representative shall be deemed coupled with an interest and shall be irrevocable, and shall be binding upon the successors, heirs, executors, administers and legal feesrepresentatives of each Shareholder and shall not be affected by, and shall survive, the death, incapacity, bankruptcy, dissolution or liquidation of any Shareholder. All decisions, actions, consents and instructions by the Shareholder Representative shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction. The Parent, the Buyer, each Company and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Shareholder Representative in all matters referred to herein. All notices required to be made or delivered by the Parent, the Buyer or any Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders and shall discharge in full all notice requirements of the Parent, the Buyer and such Company to the Shareholders with respect thereto. The Shareholders hereby confirm all that the Shareholder Representative shall do or cause to be done by virtue of his appointment as the Shareholder Representative of the Shareholders. The Shareholder Representative shall act for the Shareholders on all of the matters set forth in this Agreement in the manner the Shareholder Representative believes to be in the best interest of the Shareholders and consistent with the obligations under this Agreement, but the Shareholder Representative shall not be responsible to the Shareholders for any loss or damages the Shareholders may suffer by the performance by the Shareholder Representative of its duties under this Agreement, other than loss or damage arising from willful violation of the Law by the Shareholder Representative or gross negligence in the performance by the Shareholder Representative of its duties under this Agreement. (c) The Shareholder Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of Shareholders holding a majority of the Shares as of the Closing (the “Majority Shareholders”), with the prior consent of Buyer, not to be unreasonably withheld. In the event of the death, incapacity, resignation or removal of the Shareholder Representative, a new Shareholder Representative shall be appointed by the vote or written consent of the Majority Shareholders, with the prior consent of Buyer, not to be unreasonably withheld. Notice of such vote or a copy of the written consent appointing such new Shareholder 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 consent is received by Buyer; provided, that until such notice is received, Parent, Buyer, Ft. ▇▇▇▇ and TPS, as applicable, shall be entitled to rely on the decisions, actions, consents and instructions of the prior Shareholder Representative as described in Section 14.14(a). (d) The Shareholder Representative shall be entitled to reimbursement from the Shareholder Representative Expense Fund and/or otherwise received by it in its capacity as the Shareholder Representative pursuant to or in connection with this Agreement, for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Shareholder Representative in fulfilling such capacity; provided, that, other than the duties payment contemplated under Section 3.5 hereof, neither Parent, Buyer nor the Companies shall have any monetary obligation or liability to the Shareholder Representative. (e) Each Shareholder, severally but not jointly, agrees to indemnify and hold harmless the Shareholder Representative and his agents and other representatives from and against its Pro Rata Share of any losses, liabilities, expenses (including reasonable attorneys’ fees), judgments, fines and amounts incurred by such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining Persons arising out of actions taken or omitted to be taken in the Shareholder Representative’s capacity as the Shareholder Representative Holdback Account on the date (except for those arising out of the last payment payable under Shareholder Representative’s gross negligence or willful misconduct), including the Parent Notes shall be distributed on a Pro Rata Basis to holders costs and expenses of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)investigation and defense of claims.

Shareholder Representative. (ai) As In order to efficiently administer the transactions contemplated by this Plan of Arrangement, the Arrangement Agreement, the Escrow Agreement and the Rights Indenture, including: (i) the final determination of the Effective TimeDeferred Consideration and the allocation of the Consideration among the Ample Shareholders in accordance with the terms of this Plan of Arrangement, without further act the Arrangement Agreement and the Ample Articles; (ii) the exercise on behalf of the Ample Shareholders of any holder voting rights, consent rights and/or the right to direct any votes with respect to the Special Voting Share, in each case, attaching to Up-front Shares during such time as any such Up-front Shares are held in escrow pursuant to the Escrow Agreement; (iii) the determination from time to time while the Up-front Shares (or any of Company Sharesthem) are held in escrow pursuant to this Escrow Agreement, of the number (if any) of Up-front Shares in respect of which each Ample Shareholder shall be entitled to provide instructions with respect to the exercise of any voting rights (including any right to direct the voting of the Special Voting Share) or consent right; (iv) the waiver of any condition to the obligations of Ample or the Ample Shareholders to consummate the transactions contemplated hereby; and (v) the defense and/or settlement of any claims for which the Ample Shareholder may be required to indemnify Akerna or Purchaser pursuant to the Arrangement Agreement, the Shareholder Representative shall be is hereby appointed as agent the true, exclusive and lawful representative, attorney-in-fact and agent for each holder of Company SharesAmple Shareholder in accordance with, to give and receive notices and communications and to the extent provided for, in the Arrangement Agreement and this Plan of Arrangement. (ii) The Shareholder Representative is hereby authorized to make all decisions, take all actions or do any and all action thing necessary relating to: (i) the final determination of the Deferred Consideration and the allocation of the Consideration among the Ample Shareholders in accordance with the terms of this Plan of Arrangement, the Arrangement Agreement and the Ample Articles; (ii) the exercise on behalf of the holders Ample Shareholders of Company any voting rights, consent rights and/or the right to direct any votes with respect to the Special Voting Share, in each case, attaching to Up-front Shares during such time as any such Up-front Shares are held in escrow pursuant to this Agreement and in connection with the Parent NotesEscrow Agreement, including, but not limited to, asserting, prosecuting or settling any claim against (iii) the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time determination from time to time upon written notice given while the Up-front Shares (or any of them) are held in escrow pursuant to this Escrow Agreement, of the number (if any) of Up-front Shares in respect of which each Ample Shareholder shall be entitled to provide instructions with respect to the Surviving Corporation exercise of any voting rights (including any right to direct the voting of the Special Voting Share) or consent right; (iv) the waiver of any condition to the obligations of Ample or the Ample Shareholders to consummate the transactions contemplated hereby; (v) the defense and/or settlement of any claims for which the Ample Shareholder may be required to indemnify Akerna or Purchaser pursuant to the Arrangement Agreement; and (vi) any and all additional actions contemplated to be taken by the Shareholder Representative. Any vacancy in Representative on behalf of the position Ample Shareholders (or any of them) pursuant to the Arrangement Agreement, this Plan of Arrangement, the Escrow Agreement or the Rights Indenture. (iii) Akerna and Purchaser shall be able to rely conclusively on the instructions and decision of the Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject as to the right of holders representing a majority any decision or act of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond taken in accordance with the Arrangement Agreement, this Plan of Arrangement, the Escrow Agreement or the Rights Indenture and no Party shall be required have any cause of action against Akerna or Purchaser for any action taken in reliance upon the instructions or decisions of the Shareholder Representative. Notices or communications to or from . (iv) No Ample Shareholder shall have any cause of action against the Shareholder Representative shall constitute notice to for any action taken, decision made or from each instruction given by the Shareholder Representative in accordance with the Arrangement Agreement, this Plan of Arrangement, the Escrow Agreement or the Rights Indenture, except for fraud or wilful breach by the Shareholder Representative of the holders Arrangement Agreement, this Plan of Company SharesArrangement, the Escrow Agreement or the Rights Indenture. The Shareholder Representative shall not be liable to any Ample Shareholder or other Person for any action taken, taken or declined omitted to be takentaken by them in connection with the Arrangement Agreement, this Plan of Arrangement, the Escrow Agreement or the Rights Indenture in good faith and in the exercise of their reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).

Shareholder Representative. (a) As The Shareholders herein have and do hereby irrevocably make, constitute and appoint the individuals designated as their agent (the "Shareholder's Representative") and authorize and empower him or her to fulfill the role of Shareholder's Representative hereunder. In the event of the Effective Time, without further act resignation of any holder of Company Sharesthe Shareholder's Representative, the Shareholder resigning Shareholder's Representative shall appoint a successor from among the Shareholders and who shall agree in writing to accept such appointment. If the Shareholder's Representative should die or become incapacitated, his or her successor shall be appointed within 15 days of his or her death or incapacity by a majority of the Shareholders, and such successor shall be an Shareholder. The choice of a successor Shareholder's Representative appointed in any manner permitted above shall be final and binding upon all of the Shareholders. (The decisions and actions of any successor Shareholder's Representative shall be, for all purposes, those of a Shareholder's Representative as agent if originally named in the Transfer Agreement.) (b) Each Shareholder has made, constituted and attorney-in-appointed and by the execution of this Agreement hereby irrevocably makes, constitutes and appoints the Shareholder's Representative as such person's true and lawful attorney in fact and agent, for each holder of Company Sharessuch person and in such person's name, to give place and receive notices and communications and stead for all purposes necessary or desirable in order for the Shareholder's Representative to take any and all action the actions contemplated by the Transaction Documents on behalf of the holders Shareholders, with the ability to execute and deliver all instruments, certificates and other documents of Company Shares every kind incident to the foregoing to all intents and purposes and with the same effect as such Shareholder could do personally, and each such Shareholder hereby ratifies and confirms as his, her, or its own act, all that the Shareholder's Representative shall do or cause to be done pursuant to the provisions hereof. All notices and communications directed to Shareholders under this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may shall be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Shareholder's Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from The death or incapacity of any Shareholder shall not terminate the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account authority and agency of the Shareholder's Representative. (d) The Shareholders hereby agree to indemnify the "Shareholder Shareholder's Representative Holdback Account") and to hold him or her harmless against any and all loss, liability or expense incurred without bad faith on the part of the Shareholder's Representative and arising out of or in connection with Park Cities Bankhis or her duties as Shareholder's Representative, Dallas, Texas (including the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the reasonable costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, expenses incurred by the Shareholder Shareholder's Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth defending against any claim or liability in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)connection herewith.

Shareholder Representative. (a) As The approval of this Agreement by the Shareholders shall constitute their ratification and approval of the Effective Time, without further act appointment of any holder of Company Shares, the Shareholder Representative pursuant to this Agreement to act on behalf of the Indemnifying Parties, which shall be appointed as agent include the power and attorney-in-fact authority (on all matters other than those designated to the Earnout Representative pursuant to Section 1.6(e)): (i) for each holder purposes of Company Sharesthis Article VII, to give and receive notices and communications communications, to authorize delivery to any Indemnified Party of cash from the Escrow Fund in satisfaction of claims by an Indemnified Party, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and bring suit and comply with Orders and awards of courts with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing; (ii) to execute and deliver such waivers and consents in connection with this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby as the Shareholder Representative, in its sole discretion, may deem necessary or desirable; (iii) to enforce and protect the rights and interests of all Indemnifying Parties arising out of or under or in any manner relating to this Agreement, and any other document contemplated hereby, and to take any and all actions which the Shareholder Representative believes are necessary or appropriate under this Agreement for and on behalf of the Indemnifying Parties; (iv) to refrain from enforcing any right of the Indemnifying Parties or any of them and/or the Shareholder Representative arising out of or under or in any manner relating to this Agreement or any document contemplated hereby; provided, however, that no such failure to act on the part of the Shareholder Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Shareholder Representative or by the Indemnifying Parties unless such waiver is in writing signed by the waiving party or by the Stockholders’ Representative; and (v) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action on behalf of that the holders of Company Shares pursuant Shareholder Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against all other documents contemplated hereby. (b) The Shareholder Representative may resign upon written notice to the Surviving Corporation Corporation, with or Parent or defending or settling any claim asserted by without cause, and the Surviving Corporation or Parentholders representing a majority of the Pro Rata Portions shall appoint a successor. Such Additionally, the Shareholder Representative may be changed by the consent of Indemnifying Parties upon ten (10) days’ prior written notice to Parent, signed by the holders representing a majority of the Company Shares immediately prior Pro Rata Portions. The outgoing Stockholders’ Representative shall be entitled to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position immediate reimbursement of all Shareholder Representative may Expenses pursuant to Section 7.6(f) hereof. The successor shall be filled by entitled to all the remaining Shareholder Representativerights, if anypowers, subject to immunities and privileges as was his or her predecessor, without the right need of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointedfurther act or writing. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his or her services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. Indemnifying Parties. (c) The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, act done or declined to be taken, omitted hereunder as Shareholder Representative while acting in good faith (and in any act done or omitted pursuant to the exercise advice of reasonable judgmentcounsel shall be conclusive evidence of such good faith) and without gross negligence or willful misconduct. (bd) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as with respect to the Shareholder Representative) matters regarding the Escrow Fund contemplated by this Section 7.6, including an amendment, extension or waiver of this Agreement pursuant to Section 8.3 and Section 8.4 hereof, shall constitute a decision of all of the holders of Company Shares Indemnifying Parties and shall be final, binding and conclusive upon each of such holdersconclusive, and the Surviving Corporation Escrow Agent and Parent the Indemnified Parties may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each Indemnifying Party. The Escrow Agent and the Indemnified Parties are hereby relieved from any Liability to any Person for any acts done by them in accordance with such holder decision, act, consent or instruction of Company Sharesthe Shareholder Representative. (ce) $250,000 from Parent and Sub, on behalf of all Indemnified Parties, hereby agree that any notice, right, or obligation required to be delivered to, performed by, or asserted by the aggregate Cash Consideration Per Share Indemnifying Parties regarding the Escrow Fund shall be placed delivered to, performed by Parent at Closing into an escrow account or asserted by the Shareholder Representative. (f) The Indemnifying Parties shall indemnify the "Shareholder Representative Holdback Account") and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Shareholder Representative and arising out of or in connection with Park Cities Bankthe acceptance or administration of the Shareholder Representative’s duties hereunder, Dallas, Texas (including any out-of-pocket costs and the "Holdback Escrow Agent"), which amount shall be made available for use reasonable fees and expenses of any legal counsel retained by the Shareholder Representative for the costs (“Shareholder Representative Expenses” and expenses, including, without limitationtogether with Earnout Representative Expenses, the costs “Representative Expenses”). Following the termination of the Holdback Escrow Agent Fund, the resolution of all Unresolved Claims and legal feesthe satisfaction of all claims made by Indemnified Parties for Losses, incurred by the Shareholder Representative in fulfilling shall have the duties right to recover Shareholder Representative Expenses from the Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Shareholder Representative Expenses actually incurred, to the extent such Shareholder Representative Expenses exceed the amount of the Representative Fund and if such Shareholder Representative Expenses have not been paid directly to the Shareholder Representative by the Indemnifying Parties. After the release of the Escrow Fund pursuant to the terms of this Agreement, the Shareholder Representative may seek recovery of any unpaid Shareholder Representative Expenses from the Indemnifying Parties according to their respective Pro Rata Portions. (g) The Shareholder Representative may engage attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the Shareholder Representative may deem necessary or desirable and incur other out-of-pocket expenses related to performing its services hereunder, with the fees and expenses of such position engagements and assistance considered Shareholder Representative Expenses. The Shareholder Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals. (h) The Shareholder Representative shall have reasonable access to information about the Company and the reasonable assistance of the Surviving Corporation’s officers and employees for purposes of performing his duties and exercising his rights hereunder, including without limitation provided that the Shareholder Representative shall treat confidentially and not disclose any nonpublic information from or about the Surviving Corporation to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). The Shareholder Representative shall be responsible for any breach of this Section 7.6(g) by individuals the Shareholder Representative shares such information with and shall keep Parent promptly informed of those duties set forth in Section 7.7 hereofindividuals the Shareholder Representative shares such information with. (i) At the Effective Time, Parent shall deposit or cause to be deposited, by wire transfer of immediately available funds, the Representative Amount with the Earnout Representative (the “Representative Fund”). Any funds If the Earnout Representative ceases to be the Earnout Representative under this Agreement, he or she shall transfer any amounts remaining in the Representative Fund to the successor Earnout Representative. The Representative Fund (plus any interest paid on such Representative Fund) shall be available to reimburse the Earnout Representative or the Shareholder Representative, as applicable and in each case on behalf of the Indemnifying Parties, for any Representative Expenses actually incurred prior to the determination of Final CY13 EBIT in accordance with Section 1.6(e) hereof. Following such determination of Final CY13 EBIT, the Earnout Representative shall distribute such portion of the Representative Fund which has not been used to reimburse the Earnout Representative or the Shareholder Representative Holdback Account on for Representative Expenses, if any, to the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Effective Time Holders as if such distribution was an Escrow Release.

Shareholder Representative. (a) As The Designated Company Stockholders, by virtue of the Effective Timeapproval of this Agreement and the Merger, without further act will be deemed to have irrevocably constituted and appointed, effective as of any holder of Company Sharesthe date hereof, Andreas Typaldos (together with his permitted successors, the Shareholder Representative shall be appointed as "REPRES▇▇▇▇▇▇▇▇"), ▇▇ ▇heir true and lawful agent and attorney-in-fact for each holder fact, and the Representative, by his execution of Company Sharesthis Agreement shall be deemed to have accepted such appointment, to enter into any agreement in connection with the transactions contemplated by this Agreement, the Escrow Agreements or the Shareholder Agreement to exercise all or any of the powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement (other than the Merger Consideration), to give and receive notices and communications on their behalf, and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and in connection be their exclusive representative with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable respect to any Shareholder matter, suit, claim, action or other Person for proceeding arising with respect to any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon transaction contemplated by any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expensesagreement, including, without limitation, the costs assertion, prosecution, defense, settlement or compromise of any claim, action or proceeding for which any Company Stockholder, Parent or the Holdback Escrow Agent Merger Sub may be entitled to indemnification and legal feesthe Representative agrees to act as, incurred by the Shareholder Representative in fulfilling and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of such position hereunderattorney is coupled with an interest and is irrevocable. The Representative shall not be liable for any action taken or not taken by him in his capacity as Representative (i) with the consent of Designated Company Stockholders who, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on as of the date of this Agreement, own a majority in number of the last payment payable under outstanding Company Shares owned by all of the Parent Notes Designated Company Stockholders, in the aggregate, or (ii) in the absence of his own willful misconduct. If the Representative shall be distributed on unable or unwilling to serve in such capacity, his successor shall be named by those persons holding a Pro Rata Basis to holders majority of the Company Shares outstanding immediately prior to the Effective Time held by the Designated Company Stockholders who shall serve and exercise the powers of Representative hereunder. Solely with respect to any actions taken by the Representative in his capacity as such, the Representative shall have duly surrendered no liability to Parent or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)any of its affiliates except for claims based upon fraud.

Shareholder Representative. (a) As Each Catapult Shareholder hereby irrevocably confirms the appointment of D▇▇▇▇ ▇▇▇▇ as the Effective Time, without further act of any holder of Company Shares, the “Shareholder Representative shall be appointed Representative” and as his/its agent and attorney-in-fact for each holder with full power of Company Sharessubstitution to act from and after the date of this Agreement and to do any and all things and execute any and all documents on behalf of such Catapult Shareholder that may be necessary, convenient or appropriate to give facilitate the consummation of the transactions contemplated by this Agreement, including but not limited to: (i) execution of the other documents and receive certificates pursuant to this Agreement; (ii) receipt of payments under or pursuant to this Agreement, in accordance with this Agreement, subject to the terms hereof; (iii) receipt and forwarding of notices and communications and pursuant to take this Agreement; (iv) administration of the provisions of this Agreement; (v) giving or agreeing to, on behalf of such Catapult Shareholder, any and all action consents, waivers, amendments or modifications deemed by the Shareholder Representative, in his sole and absolute discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) amending (or waiving any provisions of) this Agreement or any other document contemplated hereby to be delivered to Cerberus pursuant to this Agreement; (vii) taking actions the Shareholder Representative is expressly authorized to take pursuant to the other provisions of this Agreement; (viii) disputing or refraining from disputing, on behalf of such Catapult Shareholder relative to any amounts to be received or paid by such Catapult Shareholder under this Agreement, any claim made by Cerberus under this Agreement; (ix) negotiating and compromising, on behalf of such Catapult Shareholder, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement; (x) executing, on behalf of such Catapult Shareholder, any settlement agreement, release or other document with respect to such dispute or remedy; and (xi) engaging attorneys, accountants, agents or consultants on behalf of such Catapult Shareholder in connection with this Agreement and paying any fees related thereto. (b) Cerberus shall be fully protected in dealing with the Shareholder Representative under this Agreement and may rely upon the authority of the Shareholder Representative in such capacity to act on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder RepresentativeCatapult Shareholders. Any vacancy in the position of Shareholder Representative may be filled payment by the remaining Shareholder Representative, if any, subject Cerberus to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative to the extent authorized under this Agreement, shall constitute notice be considered a payment by Cerberus to or from each of the holders of Company Shares. Catapult Shareholders, as applicable. (c) The Shareholder Representative shall not be liable to any Shareholder or other Person the Catapult Shareholders in its capacity as such, for any action takenliability of the Catapult Shareholders or for any error of judgment, or declined any act done or step taken or omitted by it that it believed to be taken, in good faith and or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection with this Agreement. The Shareholder Representative may seek the advice of legal counsel in the exercise event of reasonable judgment. (b) A decision, act, consent any dispute or instruction question as to the construction of any of the Shareholder Representative (acting provisions of this Agreement or its duties hereunder, and, without limiting the foregoing, D▇▇▇▇ ▇▇▇▇ shall incur no Liability in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares , and shall be finalfully protected with respect to any action taken, binding and conclusive upon each omitted or suffered by it in good faith in accordance with the advice of such holderscounsel. (d) Each Catapult Shareholder, severally and the Surviving Corporation and Parent may rely upon any such decisionnot jointly, act, consent or instruction of hereby agrees to indemnify the Shareholder Representative (in its capacity as being the decisionsuch) against, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by and to hold the Shareholder Representative for the costs (in its capacity as such) harmless from, its relative pro rata percentage of any and expenses, including, without limitation, the costs all Losses of the Holdback Escrow Agent and legal feeswhatever kind which may at any time be imposed upon, incurred by or asserted against the Shareholder Representative in fulfilling the duties such capacity in any way relating to or arising out of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis Representative’s action or failure to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates take action pursuant to Section 2.5(b)this Agreement or in connection herewith or therewith in such capacity.

Shareholder Representative. (a) As By virtue of the Effective Timeapproval of the Merger and this Agreement by the Indemnifying Parties, without further act each of any holder of Company Shares, the Shareholder Representative Indemnifying Parties shall be appointed deemed to have agreed to appoint, and by signing this Agreement, Enterprise Partners VI, LP as the agent and attorney-in-fact of each Indemnifying Party, as the Shareholder Representative for each holder and on behalf of Company Sharesthe Indemnifying Parties, to give and receive notices and communications communications, to agree to the adjustment (if any) of the Aggregate Consideration Amount pursuant to the terms of Section 2.6(h) hereof, to authorize payment to any Indemnified Party from the Escrow Fund, as appropriate, in satisfaction of claims by any Indemnified Party, to object to the foregoing adjustments or payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party, any dispute between any Indemnified Party and any such Indemnifying Party, any dispute relating to the Company Assumed Liabilities Report, in each case relating to this Agreement or the transactions contemplated hereby, FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. and to take any and all action on behalf other actions that are either (i) necessary or appropriate in the judgment of the holders Shareholder Representative for the accomplishment of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting foregoing or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted (ii) specifically mandated by the Surviving Corporation or Parentterms of this Agreement. Such Shareholder Representative agency may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time Indemnifying Parties from time to time upon not less than thirty (30) days prior written notice given to Parent; provided, however, that the Shareholder Representative may not be removed unless holders of at least a two-thirds interest of the Escrow Fund agree to such removal and to the Surviving Corporation and the appointment of a new Shareholder Representative. Any vacancy in Notwithstanding the position of foregoing, the Shareholder Representative may be filled by shall have the remaining right to resign upon at least sixty (60) days’ prior written notice to Parent and the Indemnifying Parties; provided, however, that if holders of at least a two-thirds interest of the Escrow Fund shall not have appointed a new Shareholder Representative within such sixty (60) day period (the “Vacancy Date”), then from the Vacancy Date until the date on which such holders shall have appointed a new Shareholder Representative, if anysuch Indemnifying Parties shall be deemed to have authorized, subject and the Escrow Agent shall, deliver payment to Parent pursuant to the right terms of holders representing a majority of the outstanding Company Shares immediately prior Section 8.4(f) hereof, without regard to the Effective Time to replace any Shareholder Representative so appointedprovisions of Section 8.4(g) and Section 8.4(h). No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. Indemnifying Parties. (b) The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, act done or declined to be taken, omitted hereunder as Shareholder Representative while acting in good faith. The Indemnifying Parties on whose behalf the Total Escrow Amount was contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the exercise acceptance or administration of the Shareholder Representative’s duties hereunder, including the reasonable judgmentfees and expenses of any legal counsel retained by the Shareholder Representative (“Shareholder Representative Expenses”). The Indemnifying Parties have agreed to pay the out-of-pocket expenses (including attorney’s fees and court costs) of the Shareholder Representative in this Article VIII (“Shareholder Representative Deposit”). The Shareholder Representative shall deduct $50,000 from the Merger Cash and establish and maintain such amount in a separate escrow account (the “Shareholder Representative Account”) for the Shareholder Representative Deposit solely for the purposes of paying, from time-to-time, such out-of-pocket expenses incurred by the Shareholder Representative in connection with performing and exercising its duties, rights and responsibilities under this Agreement on behalf of the Indemnifying Parties and distributing any remaining Shareholder Representative Deposit to the Indemnifying Parties in accordance with their respective contribution to the Shareholder Representative Deposit. The Shareholder Representative hereby acknowledges and agrees that the Shareholder Representative Deposit shall be used strictly in accordance with the terms and provisions of this Agreement. (bc) Concurrent with the final distribution of the Total Escrow Amount, the Shareholder Representative shall be entitled to receive the amounts due and payable to the Shareholder Representative or to such other parties pursuant to this Article VIII (to the extent such amounts have not theretofore been paid from the Shareholder Representative Deposit). The Indemnifying Parties shall be entitled to receive any remaining Shareholder Representative Deposit after giving effect to the distributions above. A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) , including an amendment, extension or waiver of this Agreement pursuant to Section 9.3 and Section 9.4 hereof, shall constitute a decision of all the holders of Company Shares Indemnifying Parties and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation Indemnifying Parties; and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each the Indemnifying Parties. Parent, Sub and Exchange Agent is hereby relieved from any liability to any person for any acts done by them in accordance with such holder decision, act, consent or instruction of Company Sharesthe Shareholder Representative. FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. (cd) $250,000 from Notwithstanding anything in this Agreement to the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bankcontrary, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative shall have no authority to act on behalf of any Indemnifying Party in connection with any claim by an Indemnified Party seeking recovery for the costs and expenses, including, without limitation, the costs any Losses outside of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Fund.

Shareholder Representative. (a) As The Shareholders hereby irrevocably constitute and appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇, with full power of the Effective Timesubstitution and re-substitution, without further act of any holder of Company Sharesas its and their true and lawful agent, the Shareholder Representative shall be appointed as agent and attorney-in-fact and representative (such person and his appointed and designated successor or successors being herein referred to as the "Shareholder Representative"), with full power to act for each holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders Shareholders, and each of Company Shares pursuant to them, for all purposes under this Agreement and in connection with the Parent Notes, transactions contemplated hereby including, but not limited towithout limitation, asserting, prosecuting for purposes of: (i) determining the amount of damages suffered or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted incurred by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent Shareholders, (ii) receiving notices from iBIZ given under this Agreement, of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from which the Shareholder Representative shall constitute notice will give a copy to the Investors and the Shareholders, (iv) approving and agreeing with iBIZ as to additions, deletions, changes, modifications and amendments to this Agreement and the Annexes hereto, except with respect to any addition, deletion, change, modification or from each amendment to a material financial term or condition of any of such documents that would materially, financially and adversely affect the holders Shareholders, and (v) settling finally and completely any disputes or controversies among the parties hereto (other than solely among the Shareholders) with respect to the interpretation or effect of Company Sharesor damages or relief under this Agreement and any and all transactions contemplated hereby. The Shareholder Representative shall not be liable entitled to any Shareholder reimbursement by the Shareholders from the consideration actually payable to the Shareholders or other Person otherwise for any action takenall reasonable costs and expenses incurred by him in fulfilling his duties hereunder, or declined and the Investors and the Shareholders agree among themselves that such costs and expenses shall be borne pro rata among them according to be taken, in good faith and in the exercise number of reasonable judgment. (b) A decision, act, consent or instruction shares of Common Stock owned immediately after the Closing. The Shareholders agree that the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of may make reasonable requests for advances to cover such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, and the Shareholders shall promptly make such advances. In no event shall iBIZ be liable for any costs or expenses of the Holdback Escrow Agent and legal fees, any nature incurred by the Shareholder Representative in fulfilling the duties of such position hereunderits capacity as such. THE SHAREHOLDERS JOINTLY AND SEVERALLY, including without limitation those duties set forth in Section 7.7 hereofAGREE THAT THE SELLER REPRESENTATIVE SHALL HAVE NO LIABILITY TO THE SHAREHOLDERS FOR ACTION TAKEN OR OMITTED IN GOOD FAITH IN EXERCISING THE AUTHORITY GRANTED UNDER THIS SECTION. Any funds remaining in iBIZ shall not have any obligation or liability to indemnify or defend the Shareholder Representative Holdback Account on in respect of any claim or liability asserted against the date Shareholder Representative by any of the last payment payable under Shareholders or his successors or assigns. All determinations, decisions, actions and the Parent Notes like made by the Shareholder Representative shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered final, conclusive and binding upon all the Shareholders and all persons claiming under or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)through them.

Shareholder Representative. (a) As of By the Effective Timeexecution and delivery hereof, without further act of any holder of Company Sharesincluding counterparts hereof, each Shareholder hereby irrevocably constitutes and appoints ▇▇▇▇▇ ▇▇▇▇▇▇ as the Shareholder Representative shall be appointed as true and lawful agent and attorney-in-fact for each holder (the “Shareholder Representative”) of Company Sharessuch Shareholder with full powers of substitution to act in the name, place and stead of such Shareholder with respect to give and receive notices and communications and to take any and all action the performance on behalf of such Shareholder under the holders of Company Shares pursuant terms and provisions hereof and to this Agreement do or refrain from doing all such further acts and things, and to execute all such documents, as the Shareholder Representative shall deem necessary or appropriate in connection with any transaction contemplated hereunder, including the Parent Notespower to: (i) act for such Shareholder with respect to all indemnification matters referred to herein, includingincluding the right to compromise or settle any such claim on behalf of such Shareholder; (ii) amend or waive any provision hereof (including any condition to Closing) in any manner that does not differentiate among any Shareholder; (iii) employ, but not limited toobtain and rely upon the advice of legal counsel, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation accountants and other professional advisors as the Shareholder Representative. Any vacancy , in the position of Shareholder Representative may be filled by sole discretion thereof, deems necessary or advisable in the remaining Shareholder Representative, if any, subject to the right of holders representing a majority performance of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required duties of the Shareholder Representative. Notices ; (iv) receive and receipt for any portion of the Purchase Price or any other payment due from the Purchaser to such Shareholder pursuant to this Agreement; (v) act for each Shareholder with respect to all Purchase Price matters and all Purchase Price adjustments matters referred to herein; (vi) incur any expenses, liquidate and withhold assets received on behalf of such Shareholder prior to their distribution to such Shareholder to the extent of any amount that the Shareholder Representative deems necessary for payment of or as a reserve against expenses, and pay such expenses or deposit the same in an interest-bearing bank account established for such purpose; (vii) receive all notices, communications and deliveries hereunder on behalf of such Shareholder; and (viii) do or refrain from doing any further act or deed on behalf of such Shareholder that the Shareholder Representative deems necessary or appropriate, in the sole discretion of the Shareholder Representative, relating to or from the subject matter hereof as fully and completely as such Shareholder could do if personally present and acting and as though any reference to such Shareholder herein was a reference to the Shareholder Representative. (b) The appointment of the Shareholder Representative shall constitute notice to or from each be deemed coupled with an interest and shall be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the holders Shareholder Representative as the act of Company Shareseach Shareholder in all matters referred to herein. Each Shareholder hereby ratifies and confirms that the Shareholder Representative shall do or cause to be done by virtue of the Shareholder Representative’s appointment as Shareholder Representative of such Shareholder. The Shareholder Representative shall act for each Shareholder on all of the matters set forth herein in the manner the Shareholder Representative believes to be in the best interest of such Shareholder, but the Shareholder Representative shall not be liable responsible to any Shareholder or other Person for any action taken, loss or declined to be taken, in good faith and in damage such Shareholder may suffer by reason of the exercise of reasonable judgment. (b) A decision, act, consent or instruction performance by the Shareholder Representative of the Shareholder Representative (acting Representative’s duties hereunder, other than loss or damage arising from willful misconduct or gross negligence in its capacity as the performance of the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares’s duties hereunder. (c) $250,000 from Each Shareholder hereby expressly acknowledges and agrees that the aggregate Cash Consideration Per Share Shareholder Representative is authorized to act on behalf of such Shareholder notwithstanding any dispute or disagreement, and that any Person shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use entitled to rely on any and all action taken by the Shareholder Representative for hereunder without liability to, or obligation to inquire of, any Shareholder. In the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by event the Shareholder Representative resigns or ceases to function in fulfilling such capacity for any reason whatsoever, then the duties successor Shareholder Representative shall be the Person that the remaining Shareholders appoint; provided, however, that in the event for any reason no successor has been appointed within thirty (30) days following such resignation or cessation, then the Shareholders shall have the right to petition a court of such position hereunder, including without limitation those duties set forth in Section 7.7 hereofcompetent jurisdiction for appointment of a successor Shareholder Representative. Any funds remaining in The Shareholders shall indemnify and hold the Shareholder Representative Holdback Account on the date harmless from and against any and all liabilities, losses, costs, damages and expenses (including attorneys’ fees) reasonably incurred or suffered as a result of the last payment payable under performance of the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered Shareholder Representative’s duties hereunder, except for willful misconduct or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)gross negligence.

Shareholder Representative. (a) As By approving this Agreement and the transactions contemplated hereby or by executing and delivering a letter of the Effective Timetransmittal, without further act of any holder of Company Shareseach Shareholder, the SAFE 1 Holder and OneQor Post-Closing SAFE Holder shall have irrevocably authorized and appointed Shareholder Representative shall be appointed as agent such Person’s representative and attorney-in-fact for each holder to act on behalf of Company Shares, such Person with respect to give and receive notices and communications this Agreement and to take any and all action on behalf actions and make any decisions required or permitted to be taken by Shareholder Representative pursuant to this Agreement, including the exercise of the holders power to: (i) give and receive notices and communications; (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of Company Shares courts with respect to claims for indemnification made by Terra Tech pursuant to Section 7.5; (iii) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Section 7.5; (iv) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any Transaction Agreement; (v) make all elections or decisions contemplated by this Agreement and any Transaction Agreement; (vi) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist Shareholder Representative in complying with its duties and obligations; and (vii) take all actions necessary or appropriate in the good faith judgment of Shareholder Representative for the accomplishment of the foregoing. (b) Terra Tech shall be entitled to deal exclusively with Shareholder Representative on all matters relating to this Agreement and in connection with the Parent Notesshall 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 Shareholder, including, but not limited to, asserting, prosecuting SAFE 1 Holder or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted OneQor Post-Closing SAFE Holder by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if anyand on any other action taken or purported to be taken on behalf of any Shareholder, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the SAFE 1 Holder or OneQor Post-Closing SAFE Holder by Shareholder Representative, as being fully binding upon such Person. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company SharesShareholders, SAFE 1 Holders or OneQor Post-Closing SAFE Holders. The Any decision or action by Shareholder Representative shall not be liable to hereunder, including any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the agreement between Shareholder Representative (acting in its capacity as and Terra Tech relating to the Shareholder Representative) defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all the holders of Company Shares Shareholders, SAFE 1 Holders and OneQor Post-Closing SAFE Holders and shall be final, binding and conclusive upon each such Person. No Shareholder, SAFE 1 Holder or OneQor Post-Closing SAFE Holder shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of such holdersthis Section, including the power of attorney granted hereby, are independent and the Surviving Corporation severable, are irrevocable and Parent may rely upon coupled with an interest and shall not be terminated by any such decisionact of any one or Shareholders, actSAFE 1 Holders or OneQor Post-Closing SAFE Holders or by operation of Law, consent whether by death or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Sharesother event. (c) $250,000 from The Shareholder Representative may resign at any time, and may be removed for any reason or no reason by the aggregate Cash Consideration Per Share vote or written consent of a majority in interest of the Shareholders; provided, however, in no event shall Shareholder Representative resign or be removed without the holders of a majority of the Shares prior to the Merger having first appointed a new Shareholder Representative who shall assume such duties immediately upon the resignation or removal of Shareholder Representative. In the event of the death, incapacity, resignation or removal of Shareholder Representative, a new Shareholder Representative shall be placed appointed by Parent at Closing into an escrow account (the "vote or written consent of the holders of a majority of the Shares prior to the Merger. Notice of such vote or a copy of the written consent appointing such new Shareholder Representative Holdback Account"shall be sent to Terra Tech, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Terra Tech; provided, that until such notice is received, Terra Tech, Merger Sub and the Surviving Corporation shall be entitled to rely on the decisions and actions of the prior Shareholder Representative as described in Section 12.16(a) above. (d) The Shareholder Representative shall not be liable to the Shareholders, SAFE 1 Holders or OneQor Post-Closing SAFE Holders 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 Shareholder Representative shall be conclusive evidence of good faith). The Shareholders shall severally and not jointly (in accordance with Park Cities Bank, Dallas, Texas (their pro rata portion of the "Holdback Escrow Agent"Existing Shares), which amount shall be made available for use by the indemnify and hold harmless Shareholder Representative from and against, compensate it for, reimburse it for the costs and pay any and all losses, liabilities, claims, actions, damages and expenses, includingincluding reasonable attorneys’ fees and disbursements, without limitationarising out of and in connection with its activities as Shareholder Representative under this Agreement (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the costs 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 Shareholder Representative, Shareholder Representative shall reimburse the Shareholders 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 Shareholders, severally and not jointly (in accordance with their pro rata portion of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(bShares).

Shareholder Representative. (a) As By the execution and delivery of this Agreement or any letter of transmittal, including counterparts thereof, each of the Effective Time, without further act Shareholders of any holder of the Company Shares, Group will irrevocably constitute and appoint the Shareholder Representative shall be appointed as the true and lawful agent and attorney-in-fact of such Shareholder with full powers of substitution to act in the name, place and stead of such Shareholder with respect to the performance on behalf of such Shareholder under the terms and provisions hereof and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Shareholder Representative shall deem necessary or appropriate in connection with any transaction contemplated hereunder, including the power to: (i) act for each holder such Shareholder with respect to the Indemnification Escrow Amount; (ii) amend, modify or waive any provision of Company Sharesthe Transaction Documents in any manner; (iii) employ, obtain and rely upon the advice of legal counsel, accountants and other professional advisors as the Shareholder Representative, in the sole discretion thereof, deems necessary or advisable in the performance of the duties of the Shareholder Representative; (iv) act for such Shareholder with respect to give all Purchase Price matters referred to herein; (v) incur any expenses, liquidate and withhold assets received on behalf of such Shareholder prior to their distribution to such Shareholder to the extent of any amount that the Shareholder Representative deems necessary for payment of or as a reserve against expenses, and pay such expenses or deposit the same in an interest-bearing bank account established for such purpose, with all such expenses reimbursed to the Shareholder Representative out of amounts received out of the Indemnification Escrow Amount, or if no amounts are received, by reimbursement from the Shareholders in accordance with their pro rata percentage ownership; (vi) receive notices and all notices, communications and deliveries hereunder on behalf of such Shareholder; (vii) do or refrain from doing any further act or deed on behalf of such Shareholder that the Shareholder Representative deems necessary or appropriate, in the sole discretion of the Shareholder Representative, relating to the subject matter hereof as fully and completely as such Shareholder could do if personally present and acting and as though any reference to such Shareholder herein was a reference to the Shareholder Representative; or (viii) direct, authorize or permit any third party paying agent, if applicable, to take any and all action on behalf of the holders foregoing actions; provided, however, that the Shareholder Representative shall have no obligation to act, except as expressly provided herein. (b) The appointment of Company Shares pursuant the Shareholder Representative shall be deemed coupled with an interest and shall be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Shareholder Representative as the act of each Shareholder in all matters referred to this Agreement and herein. (c) In the event the Shareholder Representative resigns or ceases to function in connection with such capacity for any reason whatsoever, then the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against successor Shareholder Representative shall be the Surviving Corporation or Parent or defending or settling any claim asserted Person appointed by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing Shareholders holding a majority of the Company Shares immediately prior pro rata percentages held by all Shareholders. (d) The Reserve Amount shall be used by the Shareholder Representative to satisfy the Effective Time obligations of the Shareholder Representative set forth herein and to otherwise permit the Shareholder Representative to perform its obligations set forth herein. As soon as practicable after the date on which the final obligation of the Shareholder Representative under this Agreement has been discharged, the Shareholder Representative shall pay the Escrow Agent any amounts remaining in the Reserve Amount to be paid by Escrow Agent in accordance with the Escrow Agreement. (e) In furtherance of its role, the Shareholder Representative shall be entitled to incur such reasonable costs and expenses as the Shareholder Representative may deem appropriate under the circumstances, which expenses may include hiring attorneys, accountants, appraisers and other professional advisors. Such expenses shall be reimbursed from the Reserve Amount from time to time upon written notice given to the Surviving Corporation and demand by the Shareholder Representative. Any vacancy . (f) Nothing in the position of Shareholder Representative may Transaction Documents is intended, and nothing in the Transaction Documents shall be filled by interpreted as, imposing upon the remaining Shareholder Representative, if anysolely in its capacity as the agent and attorney-in fact for the Shareholders, subject any personal liability, personal economic obligation or personal guarantee in favor of any party to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace this Agreement or any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Sharesthird party. The Shareholder Representative shall not be liable have no liability to any Shareholder the Shareholders with respect to actions taken or other Person for any action taken, or declined omitted to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting taken in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final. The Shareholders hereby agree to defend, binding and conclusive upon each of such holdersindemnify, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of hold the Shareholder Representative as being the decisionharmless from and against any and all liability, actdamages, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bankcosts, Dallasand expenses, Texas (the "Holdback Escrow Agent")including attorneys’ fees and court costs, which amount shall be made available for use by that the Shareholder Representative may incur as a result of this Agreement or in the course of performance of its services hereunder, other than for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by such liability as the Shareholder Representative in fulfilling the duties may incur because of such position hereunderhis (or his representatives) gross negligence, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered fraud or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).intentional misconduct

Shareholder Representative. (a) As The Representative is hereby authorized to serve as the exclusive representative of each of the Effective TimeShareholders with respect to the matters set forth in this Agreement to be performed by the Shareholders. (b) Each Shareholder, without further act by execution of any holder of Company Sharesthis Agreement, hereby irrevocably appoints the Shareholder Representative shall be appointed as agent the exclusive agent, proxy, and attorney-in-attorney in fact for each holder such Shareholder for all purposes of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and the contemplated transactions (i) to consummate the contemplated transactions herein and therein, (ii) to collect and pay such Shareholder’s expenses incurred in connection with the Parent Notesnegotiation and performance of this Agreement, including, but not limited the contemplated transactions (whether incurred prior to, assertingon or after the date hereof or the Closing Date), prosecuting (iii) to deduct and/or hold back any funds that may be payable to any Shareholders pursuant to the terms of this Agreement in order to pay any amount that may be payable by any Shareholders hereunder or settling thereunder, (iv) to resolve or settle any claim against made by a Buyer Indemnitee, and, if necessary, amend this Agreement in order to give effect to any such resolution or settlement, (v) to endorse and deliver any certificates or instruments and execute such further instruments of assignment as Buyer shall reasonably request, (vi) to take all other actions to be taken by or on behalf of such Shareholder in connection herewith, (vii) to retain funds for reasonably anticipated expenses and Liabilities, and (viii) to do each and every act and exercise any and all rights that the Surviving Corporation Shareholders collectively are permitted or Parent required to do or defending or settling any claim asserted exercise under this Agreement. This appointment and power of attorney shall be deemed to be coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of Law, whether by the Surviving Corporation incompetence or Parent. Such incapacity or bankruptcy of any Shareholder or the occurrence of any other event or events and the Shareholders may not terminate this power of attorney with respect to any of the Shareholders or any of the Shareholders’ respective successors, assigns, beneficiaries, or heirs without the prior written consent of Buyer. (c) Neither the Representative may be changed nor any agent employed by the consent of holders representing a majority Representative shall incur any liability to any Shareholders by virtue of the Company Shares immediately prior failure or refusal of the Representative relating to the Effective Time from time performance of its duties hereunder while acting in good faith or any of its omissions or actions with respect thereto; it being understood that such exculpation applies only to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy actions or omissions in the position Representative’s capacity as the Representative pursuant to this Section 12.19 and that such exculpation shall not apply to, or limit the liability of, the Representative’s principal in his capacity as an indirect Shareholder hereunder. The Representative shall be entitled to rely on the advice of Shareholder Representative may be filled by counsel, public accountants or other independent experts experienced in the remaining Shareholder Representativematter at issue, if any, subject to the right of holders representing a majority and any error in judgment or other act or omission of the outstanding Company Shares immediately prior Representative pursuant to such advice shall in no event subject the Effective Time Representative to replace liability to any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company SharesShareholder. The Shareholder Representative shall not be liable to the Shareholders, and any Shareholder act taken or other Person for any action taken, or declined omitted to be takentaken pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Shareholders will indemnify and hold harmless the Representative from and against any and all Losses, Liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment and all amounts paid by the Representative to Buyer on behalf of the Company) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement and the Ancillary Agreements to which the Representative is a party, in good faith and each case as such Representative Loss is suffered or incurred; provided, that in the exercise event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of reasonable judgmentthe Representative, the Representative will reimburse the Shareholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. In no event will the Representative be required to advance its own funds on behalf of the Shareholders or otherwise. The Shareholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement (and, for the avoidance of doubt, the restrictions and survival periods set forth in Article 9 are not intended to be applicable to the indemnities contained in this Section 12.19(c)). (bd) A decisionEach Shareholder hereby agrees that: (i) Buyer shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement and to rely exclusively on any and all communications given or other actions taken by the Representative under this Agreement without any obligation to inquire of any Shareholder; (ii) notice to the Representative shall be deemed to be notice to the Shareholders (as applicable) for purposes of this Agreement and payment to the Representative shall be deemed to be payment to the Shareholders for purposes of this Agreement, actand once Buyer has made payment to the Representative, consent or instruction Buyer shall have no further obligation with respect to such payment and the Shareholders shall look solely to the Representative for such payment; (iii) the power and authority of the Representative, as described in this Agreement, shall continue in force until all rights and obligations of the Shareholders under this Agreement shall have terminated, expired or been fully performed; and (iv) each Shareholder shall be liable for the actions or omissions of the Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (ce) $250,000 from The Representative shall not be entitled to any fee, commission or other compensation for the aggregate Cash Consideration Per Share performance of its services hereunder, but shall be placed entitled to the payment of all of its reasonable expenses incurred as the Representative which shall be borne by Parent at Closing into an escrow account the Shareholders pro rata according to each Shareholder’s Pro Rata Share. Upon the death, termination or resignation of the Representative (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"or any successor), which amount the Shareholders shall appoint a successor agreed to by a majority in interest of the Shareholders determined in accordance with their respective Pro Rata Share. The Shareholders shall promptly notify Buyer in writing of any such appointment of a successor. The Representative may also be made available for use replaced by a successor appointed by the Shareholder Representative for the costs and expenses, including, without limitation, the costs Shareholders as agreed to by a majority in interest of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative Shareholders determined in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a accordance with their respective Pro Rata Basis Share upon not less than 10 days’ prior written notice to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Buyer.

Shareholder Representative. (a) As To facilitate the consummation of the Effective Timetransactions contemplated by this Agreement, without further act from and after the Closing, each of any holder the Selling Shareholders (and their successors and assigns) hereby irrevocably consent to the appointment of, and do hereby appoint and empower, each of Company Shares▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the Shareholder Representative shall be appointed ▇▇. (and each of them does hereby accept such appointment) as agent and each such Selling Shareholder's attorney-in-fact (with full power of substitution) for each holder carrying out the transactions contemplated hereby and as the sole and exclusive representative (each, a "SHAREHOLDER REPRESENTATIVE") of Company Shares, all of them (and their successors and assigns) to give make all decisions and receive notices and communications and to take any and all action determinations on behalf of all of them (and their successors and assigns) that the holders Shareholder Representatives may deem necessary or appropriate to accomplish the intent, and implement the provisions, of Company Shares pursuant this Agreement, including, without limitations, the execution of the Subscription Agreement or the Option Agreement, as the case may be. Without limiting the generality of the foregoing, the Shareholder Representatives shall have the power to this Agreement agree to any matters with respect to indemnification provided for hereunder. All decisions of the Shareholder Representatives shall be final and binding on all of the Selling Shareholders (and their successors and assigns). The Purchaser (and its successors and assigns) shall be entitled to rely upon, without independent investigation, any decision or action of a Shareholder Representative and shall be fully protected in connection with the Parent Notes, including, but not limited to, asserting, prosecuting any action or settling any claim against the Surviving Corporation inaction taken or Parent or defending or settling any claim asserted omitted to be taken in reliance thereon. The Selling Shareholders (and their permitted successors and assigns) may by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent vote of holders representing holding a majority of the Company Shares immediately prior to the Effective Time shares at any time and from time to time upon written notice given to replace the Surviving Corporation Shareholder Representatives and the appoint another Selling Shareholder as a Shareholder Representative. Any vacancy in It is a condition to the position appointment of any Person as the Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject hereunder that such Person confirms in writing to the right of holders representing a majority of Purchaser that such Person has accepted such appointment as the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointedunder the terms of this Article. No bond If a Shareholder Representative is replaced as provided for herein, the newly-appointed Shareholder Representative shall notify the Purchaser in writing of such Person's appointment and appropriate contact information, and the Purchaser (and its successors and assigns) shall be required entitled to rely upon, without independent investigation, the identity of the Shareholder RepresentativeRepresentative as set forth in such written notice. Notices or communications to or from The Selling Shareholders agree, by their execution of this Agreement, that the Shareholder Representative Representatives, in their capacity as such, shall constitute notice not have any liability to or from each any of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person Selling Shareholders for any action acts or omissions of the Shareholder Representatives taken, or declined omitted to be taken, in good faith and in connection with performance of the exercise of reasonable judgment. (b) A decision, act, consent or instruction duties of the Shareholder Representative (acting in its capacity as Representatives described herein, and each Selling Shareholder hereby waives and releases any claims against the Shareholder Representative) shall constitute a decision of all the holders of Company Shares Representatives in such capacity and shall be finalnot initiate any lawsuits or other court proceedings, binding or take similar action, against the Shareholder Representatives, in any case other than for acts or omissions involving wilful misconduct by the Shareholder Representatives. The Selling Shareholders agree to indemnify, defend and conclusive upon each hold harmless the Shareholder Representatives from and against any Losses based upon, arising out of such holdersor otherwise resulting from any action undertaken pursuant to this Agreement by the Shareholder Representatives, other than any Losses arising as a result of the gross negligence and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction malfeasance of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company SharesRepresentatives. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).

Shareholder Representative. (a) As The Selling Parties, by virtue of their execution and delivery of this Agreement or, with respect to Selling Parties that are not signatories to this Agreement, by virtue of approval of this Agreement and the Merger by the Shareholders in accordance with the requirements of Delaware Law and by their acceptance of any Merger Consideration due to them, will be deemed to have irrevocably constituted and appointed, effective as of the Effective Timedate of this Agreement, without further act of any holder of Company SharesIBF (together with its permitted successors, the "Shareholder Representative shall be appointed Representative"), as their true and lawful agent and attorney-in-fact fact, and the Shareholder Representative, by its execution of this Agreement shall be deemed to have accepted such appointment, to enter into any agreement in connection with the transactions contemplated by this Agreement, the Deposit Escrow Agreement, the Interim Escrow Agreement or the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on it under any such agreement, to act as proxy for each holder Selling Party in connection with any shareholder approvals required in connection with the transactions contemplated by this Agreement, to waive or modify any terms and conditions of Company Sharesany such agreement (other than payment of the Merger Consideration due at Closing), to give and receive notices and communications on their behalf, and to take be their exclusive representative with respect to any and all matter, suit, claim, action on behalf of the holders of Company Shares pursuant or proceeding arising with respect to this Agreement and in connection with the Parent Notesany transaction contemplated by any such agreement, including, but not limited towithout limitation, assertingthe assertion, prosecuting prosecution, defense, settlement or settling compromise of and claim, action or proceeding for which any claim against Shareholder, Purchaser, or the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative Merger Sub may be changed by the consent of holders representing a majority of the Company Shares immediately prior entitled to the Effective Time from time to time upon written notice given to the Surviving Corporation indemnification and the Shareholder RepresentativeRepresentative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. Any vacancy in the position This power of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Sharesattorney is coupled with an interest and is irrevocable. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action takentaken or not taken by him in his capacity as Shareholder Representative either (i) with the consent of stockholders who, as of the date of this Agreement, own a majority in number of the outstanding shares of Company voting stock (considered on an as converted basis), or declined to be taken, in good faith and (ii) in the exercise absence of reasonable judgment. (b) A decision, act, consent or instruction of its own willful misconduct. If the Shareholder Representative (acting shall be unable or unwilling to serve in such capacity, its capacity as successor shall be named by those persons holding a majority of the Shareholder Representative) shall constitute a decision of all the holders shares of Company Shares voting stock outstanding immediately prior to the Effective Time who shall serve and shall be final, binding and conclusive upon each exercise the powers of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") hereunder. Solely with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred respect to any actions taken by the Shareholder Representative in fulfilling the duties of such position hereunderits capacity as such, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on shall have no liability to Purchaser, the date Company or any of their respective affiliates except for claims based upon fraud or bad faith actions by the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Shareholder Representative.

Shareholder Representative. (a) As of ▇▇▇▇▇▇▇ agrees to act as, and assume the Effective Time, without further act of any holder of Company Sharesobligations and responsibilities of, the Shareholder Representative shall be appointed under this Agreement (the “Shareholder Representative”). Each Shareholder, as agent a condition of tendering its Shares for the Per Share Merger Consideration shall, pursuant to its Letter of Transmittal, (i) irrevocably appoint the Shareholder Representative as its representative, agent, proxy, and attorney-in-fact for each holder all purposes under this Agreement, including the full power and authority on such Shareholder’s behalf: (x) to consummate the transactions contemplated by this Agreement, (y) to negotiate disputes arising under, or relating to, this Agreement and the other agreements, certificates, instruments, and documents contemplated by this Agreement or executed or delivered in connection with this Agreement, and (z) to execute and deliver any amendment or waiver to this Agreement or any of Company Sharesthe other agreements, certificates, instruments, and documents contemplated by this Agreement or executed or delivered in connection with this Agreement to give and receive notices and communications be executed by such Shareholder; (ii) consent to ▇▇▇▇▇▇▇ acting as the Shareholder Representative and to take any and ▇▇▇▇▇▇▇ taking all action on behalf of actions required or permitted to be taken by the holders of Company Shares Shareholder Representative pursuant to this Agreement and the other agreements, certificates, instruments, and documents contemplated by this Agreement or executed or delivered in connection with this Agreement and performing the Parent Notes, including, but not limited to, asserting, prosecuting duties of the Shareholder Representative pursuant to the terms hereof or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted thereof; and (iii) agree to be bound by the Surviving Corporation or Parent. Such provisions of this Section 10.5. (b) Notwithstanding the foregoing, the Shareholder Representative may shall have no obligation to take any such action and no duties other than actions and duties expressly required under this Agreement to be changed complied with by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in . (c) All decisions and actions by the position of Shareholder Representative may shall be filled by binding upon all of the remaining Shareholders, and no Shareholder Representative, if any, subject to shall have the right to object, dissent, protest, or otherwise contest the same. The Shareholder Representative shall have no Liability in respect of holders representing any action, claim, or proceeding brought against the Shareholder Representative by any Shareholder if the Shareholder Representative took or omitted taking any action in good faith or took or omitted to take such action at the direction of the Shareholders owning a majority of the outstanding Company Shares Preferred Stock immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required Closing. (d) The designation of the Shareholder RepresentativeRepresentative as attorney-in-fact for each Shareholder is coupled with an interest and is binding upon such Shareholder notwithstanding the death, incapacity or dissolution of any such Shareholder. Notices or communications If any such event shall occur prior to or from the completion of the transactions contemplated by this Agreement, the Shareholder Representative is, nevertheless, to the extent that it is legally able to do so, authorized and directed to complete all transactions and act pursuant to this authority as if such event had not occurred. (e) The Shareholder Representative’s acceptance of its duties under this Agreement is subject to the following terms and conditions, which the Parties hereto agree shall constitute notice govern and control with respect to its rights, duties, liabilities and immunities as the Shareholder Representative (but not in its capacity as a Shareholder): (i) The Shareholder Representative, in its capacity as Shareholder Representative, makes no representation and has no responsibility as to the validity of this Agreement or from each of any other instrument referred to herein, or as to the holders correctness of Company Shares. any statement contained herein, and it shall not be required to inquire as to the performance of any obligation under this Agreement by any Party. (ii) The Shareholder Representative shall be protected in acting upon written notice, request, waiver, consent, receipt or other paper or document, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth of any information therein contained, which it in good faith believes to be genuine and what it purports to be. (iii) The Shareholder Representative, in its capacity as Shareholder Representative, shall not be liable to any Shareholder or other Person for any action takenerror of judgment, or declined to be taken, for any act done or step taken or omitted by it in good faith and faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in the exercise of reasonable judgmentconnection therewith, except its own gross negligence or willful misconduct. (biv) A decisionThe Shareholder Representative, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) , may consult with competent and responsible legal counsel selected by it, and it shall constitute a decision of all not be liable for any action taken or omitted by it in good faith in accordance with the holders of Company Shares and shall be final, binding and conclusive upon each advice of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Sharescounsel. (cf) $250,000 from The Shareholders shall bear pro rata (based on the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account Merger Consideration owed to each) for all expenses (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal including reasonable attorneys’ fees, transfer Taxes and other governmental charges) incurred by the Shareholder Representative in fulfilling connection with its duties hereunder and all amounts paid by the duties Shareholder Representative pursuant to the terms of such position hereunderthis Agreement, including without limitation those duties set forth limitation, under Section 2.7, 2.8, 2.9, 2.10, and 8.6 and Article 9, and shall indemnify, defend and hold it harmless against any and all Losses incurred in Section 7.7 hereof. Any funds remaining in connection with the performance of this Agreement, except as a result of its own gross negligence or willful misconduct; provided, however, (i) the obligation of any Shareholder other than ▇▇▇▇▇▇▇ shall be non-recourse to such Shareholder and shall be payable solely from the Per Share Merger Consideration and (ii) no Shareholder other than ▇▇▇▇▇▇▇ shall have any obligation to reimburse the Shareholder Representative Holdback Account for any Loss paid by the Shareholder Representative pursuant to Article 9 solely as a result of any breach by ▇▇▇▇▇▇▇ of its covenants or representations. The Shareholders agree that the Shareholder Representative shall have the right from time to time to direct the Paying Agent to pay the Shareholder Representative amounts owed to it pursuant to this Section 10.5(f) from amounts then on deposit in the date Paying Agent Account. (g) Notwithstanding anything in this Agreement to the contrary, to the extent the Shareholder Representative has any Liability to any Purchaser Party pursuant to this Agreement or any other agreement, certificate, or instrument delivered in connection with this Agreement, ▇▇▇▇▇▇▇ shall have personal Liability to such Purchaser Party for such Liability, regardless of the last payment payable under extent to which the Parent Notes shall be distributed on Shareholder Representative is entitled or is able, either as a Pro Rata Basis Shareholder or as the Shareholder Representative, to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)enforce its rights against any other Shareholder.

Shareholder Representative. (a) As of In the Effective Timeevent that the Merger is approved, effective upon such vote, and without further act of any holder of Company Sharesshareholder, the Shareholder Representative J▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be appointed as agent and attorney-in-fact (the “Shareholder Representative”) for each holder Shareholder, for and on behalf of Company Sharesthe Shareholders, to give and receive notices and communications communications, to authorize delivery to Parent of cash and shares of Parent Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, 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, and to take any and all action on behalf actions necessary or appropriate in the judgment of the holders Shareholder Representative for the accomplishment of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parentforegoing. Such Shareholder Representative agency may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time Shareholders from time to time upon not less than 30 days prior written notice given to Parent; provided, however, that the Shareholder Representative may not be removed unless holders of a majority in interest in the Escrow Fund agree to such removal and to the Surviving Corporation and identity of the Shareholder Representativesubstituted agent. Any vacancy in the position of Shareholder Representative may be filled by approval of the remaining Shareholder Representative, if any, subject to the right holders of holders representing a majority of in interest in the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointedEscrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his or her services. The Shareholder Representative shall be entitled to reimbursement from time to time of any reasonable expenses out of funds available from the Escrow Fund by delivering to the Escrow Agent a reasonably detailed notice thereof. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. Shareholders. (b) The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, act done or declined to be taken, omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders. (bc) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision decision, act, consent or instruction of all Shareholders for whom a portion of the holders of Company Shares Escrow Amount otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such holdersShareholders, and the Surviving Corporation Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each and every such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Shareholder. The Escrow Agent and legal feesParent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, incurred by act, consent or instruction of the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Representative.

Shareholder Representative. (a) As The Legacy Shareholders, by the approval and adoption of this Agreement in the Joinder Agreement, authorize the Shareholder Representative (i) to give and receive all notices required to be given under this Agreement or any other related agreement, and (ii) to take any additional action as is contemplated to be taken by or on behalf of the Effective TimeLegacy Shareholders by the terms of this Agreement. (b) All decisions and actions by the Shareholder Representative under this Agreement shall be binding upon all of the Legacy Shareholders, and no Legacy Shareholder shall have the right to object, dissent, protest or otherwise contest the same. (c) The Shareholder Representative shall not have any liability to any to any Party for any act done or omitted as Shareholder Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Shareholders shall severally indemnify the Shareholder Representative and hold him harmless against any Loss incurred without further act bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of his or her duties, including any out-of-pocket costs and expenses and legal fees and other legal costs incurred by the Shareholder Representative. (d) The Shareholder Representative shall have full power and authority on behalf of each Legacy Shareholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Legacy Shareholders under this Agreement. (e) By his, her, or its approval of this Agreement, each Company Shareholder agrees, in addition to the foregoing, that: (i) Acquiror and any other Acquiror Indemnified Party shall be entitled to rely conclusively on the instructions and decisions of the Shareholder Representative as to (A) the settlement of any holder claims for indemnification by Acquiror, or (B) any other actions required or permitted to be taken by the Shareholder Representative under this Agreement or the Escrow Agreement, as applicable, and no Party shall have any cause of Company Sharesaction against Acquiror or such Acquiror Indemnified Party for any action taken by Acquiror or such Acquiror Indemnified Party in reliance upon the instructions or decisions of the Shareholder Representative; (ii) all actions, decisions and instructions of the Shareholder Representative shall be appointed as agent conclusive and attorney-in-fact for each holder binding upon the Legacy Shareholders and no Company Shareholder shall have any cause of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent decision made or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use given by the Shareholder Representative under this Agreement, except for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred bad faith by the Shareholder Representative in fulfilling connection with the duties matters described in this Section; (iii) the provisions of such position hereunderthis Section are independent and severable, including are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Shareholder may have in connection with the contemplated transactions; and (iv) remedies available at law for any breach of the provisions of this Section are inadequate; therefore, Acquiror shall be entitled to seek temporary and permanent injunctive relief without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the necessity of proving damages if Acquiror brings an action to enforce the provisions of this Section. (f) A▇▇▇▇ ▇▇▇▇▇▇▇▇, who is serving as the Shareholder Representative Holdback Account on may cease to serve as a representative for Legacy Shareholders (upon no less than thirty (30) days prior notice to Acquiror and each Company Shareholder). In the date event of the last payment payable under death or permanent disability of A▇▇▇▇ ▇▇▇▇▇▇▇▇, or if A▇▇▇▇ ▇▇▇▇▇▇▇▇ shall give notice of his intent to resign, or is unwilling to serve in the Parent Notes capacity of Shareholder Representative , or is removed as Shareholder Representative, then Legacy Shareholders, collectively (voting together as a single class) shall, by written notice to Acquiror, appoint a successor Shareholder Representative as soon as practicable, and in no event later than thirty (30) days following such death, permanent disability or notice of intent to resign. In addition, the individual serving as the Shareholder Representative may be replaced from time to time by the approvals of the Legacy Shareholders upon not less than ten (10) days prior written notice to the Shareholder Representative and Acquiror. Each successor Shareholder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Shareholder Representative, and the term “Shareholder Representative” as used in this Agreement shall include any such successor Shareholder Representative. (g) The provisions of this Section shall be distributed on binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Legacy Shareholder, and any references in this Agreement to a Pro Rata Basis Legacy Shareholder or the Legacy Shareholders shall mean and include the successors to holders the rights of Company Shares who have duly surrendered the Legacy Shareholders, whether under testamentary disposition, the laws of descent and distribution or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)otherwise.

Shareholder Representative. (a) As of In order to administer the Effective Time, without further act of any holder of Company Shares, the Shareholder Representative shall be appointed as agent and attorney-in-fact for each holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to transactions contemplated by this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expensesAgreement, including, without limitation, the costs rights and indemnification obligations of the Holdback Escrow Agent Shareholders under Sections 2.03 and legal fees4.03, incurred the Shareholders hereby designate and appoint the Major Shareholder as their representative for this Agreement and as attorney-in-fact and agent for and on behalf of each Shareholder (in such capacity, the "Shareholder Representative"). Said power of attorney shall be coupled with an interest and shall be irrevocable. (b) Each Shareholder hereby authorizes the Shareholder Representative to represent each Shareholder, and their successors, with respect to all matters arising under this Agreement, including, without limitation, (i) to take all action necessary in connection with the indemnification obligations of the Shareholders under Section 4.03, including, the defense or settlement of any claims and the making of payments with respect thereto, (ii) to give and receive all notices required to be given under this Agreement and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Shareholders by the Shareholder Representative pursuant to this Agreement. (c) In the event that the Shareholder Representative dies, becomes unable to perform his responsibilities as Shareholder Representative or resigns from such position, the Shareholders having an aggregate of at least 50% of the ownership interest in the Company immediately prior to the Merger shall select another representative to fill such vacancy and such substituted Shareholder Representative shall be deemed to be the Shareholder Representative for all purposes of this Agreement. Upon the occurrence of such event, the Shareholders shall provide written notice to the Buyer and shall indicate the identity of the substitute Shareholder Representative, who shall have agreed to the terms of this Section as if he were a party hereto. (d) All decisions and actions by the Shareholder Representative, including, without limitation, any agreement between the Shareholder Representative and the Buyer relating to the indemnification obligations of the Shareholders under Section 4.03, including, the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all the Shareholders as if they had taken such action themselves, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. The Shareholder Representative shall incur no liability to the Shareholders with respect to any action taken or suffered by the Shareholder Representative in fulfilling reliance upon any notice, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for any other action or inaction with respect to the duties indemnification obligations of such position hereunderthe Shareholders under Section 4.03, including without limitation those duties set forth the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Shareholder Representative's own willful misconduct or negligence. The Shareholder Representative may, in Section 7.7 hereof. Any funds remaining all questions arising under this Agreement, rely on the advice of counsel, and will not be liable to the Shareholders for any action done, omitted or suffered in good faith by the Shareholder Representative. (e) The Buyer is hereby authorized to rely conclusively on the actions, instructions and decisions of the Shareholder Representative Holdback Account on with respect to this Agreement, including, without limitation, the date indemnification obligations of the last payment payable Shareholders under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).Section

Shareholder Representative. (a) As of the Effective Time, without further act of any holder of Company Shares, the The Shareholder Representative shall be appointed as agent and attorney-in-fact not receive compensation for each holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representativehis services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders Shareholders. The Shareholder Representative shall be entitled to submit a claim and receive reimbursement from the Escrow Fund for all reasonable, documented out-of-pocket expenses incurred as a result of Company acting as the Shareholder Representative; provided, however, that such right to reimbursement shall be subordinate to Acquiror's Claims on the Escrow Fund, if any, and shall be paid only at the end of the Escrow Period, after such Claims have been satisfied. Any such reimbursement of expenses shall, in the sole discretion of a majority of the Shareholders (excluding the Shareholder Representative), be payable either in (i) cash, (ii) Escrow Shares out of the Escrow Fund or (iii) a combination of cash and Escrow Shares. For purposes of such reimbursement of the Shareholder Representative, the Escrow Shares shall be valued at the Base Price. The Escrow Agent shall have no duty to the Shareholder Representative under this subsection (a) until the Escrow Agent has received a written request from both Acquiror and the Shareholder Representative referencing this subsection (a), requesting such Escrow Shares to be delivered to the Shareholder Representative and setting forth the number of Escrow Shares to be delivered. (b) The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, act done or declined to be taken, omitted under this Agreement as the Shareholder Representative while acting in good faith and in the exercise absence of gross negligence or willful misconduct; provided, however, that any act done in or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. In taking any action under this Agreement, the Shareholder Representative shall be entitled to rely on any notice, paper or other document reasonably believed by him to be genuine, or upon any evidence reasonably deemed by him, in his good-faith judgment, to be sufficient. The Shareholders on whose behalf Escrow Shares were deposited in the Escrow Fund shall severally indemnify and hold the Shareholder Representative harmless against any loss, liability or expense incurred by the Shareholder Representative without gross negligence or bad faith or willful misconduct on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's duties under this Agreement, the obligations of the Shareholder Representative to the Escrow Agent and the reasonable judgmentfees and expenses of any legal counsel retained by the Shareholder Representative in connection with this Agreement. (bc) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares Shareholders and shall be final, binding and conclusive upon each of such holdersShareholder and each Acquiror Indemnified Party, and the Surviving Corporation and Parent all such persons may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each and every Shareholder. The Acquiror Indemnified Parties and any other persons are hereby relieved from any liability to any person for any acts done by them in accordance with such holder decision, act, consent or instruction of Company Sharesthe Shareholder Representative. (cd) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "The Shareholder Representative Holdback Account") with Park Cities Bankmay resign at any time. Upon such resignation, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for shall appoint a new Shareholder Representative to replace such resigning Shareholder Representative with the costs same powers and expensesduties as such resigning Shareholder Representative, including, without limitation, provided that such newly appointed Shareholder Representative shall have been a Shareholder immediately before the costs of the Holdback Escrow Agent Effective Time and legal fees, incurred by shall be reasonably acceptable to Acquiror. (e) If the Shareholder Representative in fulfilling or any successor shall die or become unable to act as the duties Shareholder Representative, a replacement shall promptly be appointed by a writing signed by Shareholders who received a majority of the Merger Consideration, provided that such newly appointed Shareholder Representative shall have been a Shareholder immediately before the Effective Time and shall be reasonably acceptable to Acquiror. (f) Upon any replacement of the Shareholder Representative, Acquiror will promptly deliver to the Escrow Agent notice of such position hereunderreplacement, including without limitation those duties set forth in Section 7.7 hereofas well as a specimen signature of such new Shareholder Representative. Any funds remaining Before receiving such notice and specimen signature, the Escrow Agent shall not be required to recognize any change in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Representative.

Shareholder Representative. (a) As By virtue of the Effective Timeadoption of this Agreement, and without any further act action of any of the Shareholders, including, for the avoidance of doubt, each holder of Company unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients, Phantom Award Holders or the Company, Gulliver ▇▇▇▇▇▇▇ is hereby irrevocably nominated, constituted and appointed as the exclusive representative, agent and true and lawful attorney-in-fact of each of the Shareholders, Option Holders, Transaction Bonus Unit Recipients and Phantom Award Holders (the “Shareholder Representative”), with full power of substitution by the Shareholders or, following the Closing, by the Founders (and, if so substituted, the Shareholder Representative and/or the Founders will promptly notify Parent of such substitution) to act in the name, place and stead of the Shareholders, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients and Phantom Award Holders with respect to this Agreement, as the same may be from time to time amended, and with respect to the transactions contemplated hereby; to act as “purchaser representative” (as defined in Rule 501(i) of Regulation D under the Securities Act) for any Shareholder, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holder, Transaction Bonus Unit Recipient or Phantom Award Holder that is not an Accredited Investor; and to do or refrain from doing all such acts and things, and to execute all such documents (including any amendments to this Agreement and any requests, notices, waivers and consents), in each case as the Shareholder Representative shall deem necessary, appropriate or desirable in connection with this Agreement, any agreements contemplated by this Agreement or any of the transactions contemplated hereby or thereby; and to enforce and protect (or refrain from enforcing) the rights and interests of the Shareholders, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients and Phantom Award Holders (including by asserting or defending any claim, consenting to, compromising or settling any such claim or conducting any negotiation regarding any such claim) arising out of or under or in any manner relating to this Agreement, any agreements contemplated by this Agreement or any of the transactions contemplated hereby or thereby. (b) All decisions, actions (or failures to take an action or omissions of an action), notices, instructions and communications of the Shareholder Representative shall be appointed as agent final, binding and attorney-in-fact conclusive on the Shareholders, including, for the avoidance of doubt, each holder of Company unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients and Phantom Award Holders and may be relied upon by Parent, Merger Sub and their Affiliates as the decisions, actions (or failures to give and receive notices take an action or omissions of an action), notices, instructions and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent NotesShareholders, including, but not limited tofor the avoidance of doubt, assertingeach holder of unvested Restricted Shares, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or ParentOption Holders, Transaction Bonus Unit Recipients and Phantom Award Holders. Such The Shareholder Representative may and each Shareholder, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holder, Transaction Bonus Unit Recipient and Phantom Award Holder shall be changed entitled to disregard any notices or communications given or made by any Shareholder, including, for the consent avoidance of holders representing a majority doubt, each holder of the Company Shares immediately prior to the Effective Time from time to time upon written notice unvested Restricted Shares, Option Holder, Transaction Bonus Unit Recipient and Phantom Award Holder not given to the Surviving Corporation and or made through the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person of the Shareholders, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients and Phantom Award Holders for any action taken, act done or declined to be taken, omitted by the Shareholder Representative in good faith pursuant to this Agreement or any agreement ancillary hereto or any mistake of fact or Law unless caused by the Shareholder Representative’s knowing and material willful misconduct in the exercise performance of reasonable judgment. its duties under this Agreement. The Shareholders, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients and Phantom Award Holders will indemnify, defend and hold harmless the Shareholder Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (bincluding the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) A decision(collectively, act“Representative Losses”) arising out of or in connection with the Shareholder Representative’s execution and performance of this Agreement and any agreements ancillary hereto, consent in each case as such Representative Loss is suffered or instruction incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the knowing and material willful misconduct of the Shareholder Representative, the Shareholder Representative will reimburse the Shareholders, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients and Phantom Award Holders the amount of such indemnified Representative Loss to the extent attributable to such knowing and material willful misconduct. If not paid directly to the Shareholder Representative by the Shareholders, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients and Phantom Award Holders, any such Representative Losses may be recovered by the Shareholder Representative from the Shareholder Representative Expense Amount; provided, that while this Section 9.16(b) allows the Shareholder Representative to be paid from the aforementioned source, this does not relieve the Shareholders, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients and Phantom Award Holders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Shareholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Shareholder Representative be required to advance any of his own funds on behalf of the Shareholders, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients and Phantom Award Holders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of the Shareholders, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients and Phantom Award Holders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Shareholder Representative under this Section 9.16. The foregoing indemnities will survive the Closing, the resignation or removal of the Shareholder Representative (acting or the termination of this Agreement. In taking any action or refraining from taking any action whatsoever the Shareholder Representative shall be protected in relying upon any notice, paper or other document reasonably believed by it to be genuine, or upon any evidence reasonably deemed by it to be sufficient. The Shareholder Representative may consult with counsel in connection with its capacity as duties and shall be fully protected in any act taken, suffered or permitted by it in good faith in accordance with the advice of counsel. Parent, Merger Sub and their respective Affiliates shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 The Shareholders, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients and Phantom Award Holders will not receive any interest or earnings on the Shareholder Representative Expense Amount and irrevocably transfer and assign to the Shareholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Shareholder Representative will not be liable for any loss of principal of the Shareholder Representative Expense Amount other than as a result of its knowing and material willful misconduct. The Shareholder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the aggregate Cash Consideration Per Share event of bankruptcy. The Shareholder Representative Expense Amount shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use retained by the Shareholder Representative for such time as the costs and expenses, including, without limitation, Shareholder Representative shall determine in his sole discretion. Any amounts from the costs of Shareholder Representative Expense Amount that remain unused through the Holdback Escrow Agent and legal fees, incurred date determined by the Shareholder Representative pursuant to the preceding sentence shall be distributed to the Shareholders in fulfilling accordance with their ownership interests in the duties Company and entitlement to consideration in accordance with the terms of such position hereunderthis Agreement. For tax purposes, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on Expense Amount will be treated as having been received and voluntarily set aside by the date Shareholders, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients and Phantom Award Holders at the time of Closing. (d) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Shareholder, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holder, Transaction Bonus Unit Recipient and Phantom Award Holder and (ii) shall survive the consummation of the last payment payable under transactions contemplated hereby. (e) Any Action against Parent or any of its subsidiaries that is brought by or on behalf of a Shareholder, including, for the Parent Notes shall avoidance of doubt, each holder of unvested Restricted Shares, Option Holder, Transaction Bonus Unit Recipient or Phantom Award Holder, either individually or as a group, with respect to this Agreement or the transactions contemplated by this Agreement may be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)brought only by the Shareholder Representative and/or either Founder.

Shareholder Representative. (amm) As By approving this Agreement and the Transactions or by executing and delivering a Shareholder Letter of the Effective TimeTransmittal or an Optionholder Transmittal Letter, without further act of any holder of Company Shares, the each Shareholder or Optionholder shall have irrevocably authorized and appointed Shareholder Representative shall be appointed as agent such Person’s representative and attorney-in-fact for each holder to act on behalf of Company Shares, such Person with respect to give this Agreement and receive notices and communications the Escrow Agreement and to take any and all action on behalf of the holders of Company Shares actions and make any decisions required or permitted to be taken by Shareholder Representative pursuant to this Agreement or the Escrow Agreement, including the exercise of the power to: (i) give and receive notices and communications; (ii) authorize delivery to Parent of cash from the Purchase Price Adjustment Escrow Fund in connection with the satisfaction of any amounts owed to Parent Notes, including, but not limited pursuant to Section 2.17; (iii) agree to, assertingnegotiate, prosecuting enter into settlements and compromises of, and comply with orders or settling otherwise handle any claim against other matters described in Section 2.17; (iv) execute and deliver all documents necessary or desirable to carry out the Surviving Corporation intent of this Agreement and any Ancillary Document (including the Escrow Agreement); (v) make all elections or Parent decisions contemplated by this Agreement and any Ancillary Document (including the Escrow Agreement); (vi) engage, employ or defending appoint any agents or settling any claim asserted by the Surviving Corporation or Parent. Such representatives (including attorneys, accountants and consultants) to assist Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation in complying with its duties and the Shareholder Representative. Any vacancy obligations; and (vii) take all actions necessary or appropriate in the position good faith judgment of Shareholder Representative may for the accomplishment of the foregoing. Parent shall be filled entitled to deal exclusively with Shareholder Representative on all matters relating to this Agreement 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 Shareholder or Optionholder by the remaining Shareholder Representative, if any, subject and on any other action taken or purported to the right be taken on behalf of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the or Optionholder by Shareholder Representative, as being fully binding upon such Person. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company SharesShareholders and Optionholders. The Any decision or action by Shareholder Representative shall not be liable to hereunder, including any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the agreement between Shareholder Representative (acting in its capacity as and Parent relating to the Shareholder Representative) defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all the holders of Company Shares Shareholders and Optionholders and shall be final, binding and conclusive upon each such Person. No Shareholder or Optionholder shall have the right to object to, dissent from, protest or otherwise contest the same. No Person will have any cause of such holdersaction against Parent, and the Surviving Corporation Corporation, or any of their Representatives for any action taken by Parent in reliance upon any decision, act, consent, waiver or instruction of Shareholder Representative; and Parent may rely upon is hereby relieved from any liability to any Person for any acts done by it in accordance with such decision, act, consent consent, waiver or instruction of Shareholder Representative. 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 more Shareholders or Optionholders, or by operation of Law, whether by death or other event. Notwithstanding anything to the contrary herein, Shareholder Representative shall have no authority to bind any Shareholder or Optionholder to any payment or obligation that would create any liability beyond the Escrow Fund and the Shareholder Representative as being Expense Amount. (nn) Shareholder Representative may resign at any time, and may be removed for any reason or no reason by the decisionvote or written consent of a majority in interest of the Shareholders and Optionholders according to each Shareholder’s and Optionholder’s Pro Rata Share (the “Majority Holders”); provided, acthowever, in no event shall Shareholder Representative resign or be removed without the Majority Holders having first appointed a new Shareholder Representative who shall assume such duties immediately upon the resignation or removal of Shareholder Representative. In the event of the death, incapacity, resignation or removal of Shareholder Representative, a new Shareholder 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 Shareholder Representative shall be sent to Parent, such appointment to be effective upon the later of the date indicated in such consent or instruction of each the date such holder of Company Shares. (c) $250,000 from notice is received by Parent; provided, that until such notice is received, Parent, Merger Sub and the aggregate Cash Consideration Per Share Surviving Corporation shall be placed by Parent at Closing into an escrow account (entitled to rely on the "decisions and actions of the prior Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth as described in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b9.01(a).

Shareholder Representative. (a1) As By approving this Merger Agreement and accepting the Merger Consideration, each of the Effective TimeShareholders hereby irrevocably makes, without further act constitutes, and appoints Ray M. Deaver as the representative, agent and true and lawful attorn▇▇ ▇▇ ▇▇▇▇ ▇▇ and for each of any holder the Shareholders in connection with this Agreement (the "Shareholder Representative"). Each of Company Shares, the Shareholders hereby authorizes and empowers the Shareholder Representative shall be appointed to make or give any approval, waiver, request, consent, instruction or other communication on behalf of each of the Shareholders as agent each such Shareholder could do for himself, itself or herself, including with respect to the amendment of any provision of this Agreement. Each of the Shareholders further authorizes and attorney-in-fact for each holder of Company Sharesempowers the Shareholder Representative to (i) receive all demands, notices or other communications directed to give and receive notices and communications such Shareholder under this Agreement and to take any and all action on behalf of the holders of Company Shares pursuant (or to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling determine to refrain from taking any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account"action) with Park Cities Bankrespect thereto as he may deem appropriate as effectively as such Shareholder could act for himself, Dallas, Texas itself or herself (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Shareholder had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Shareholders hereunder shall be deemed effective if given to the Shareholder Representative. Upon the death, resignation or incapacity of the Holdback Escrow Agent Shareholder Representative, or at any other time, a successor may be appointed by the vote of the holders of a majority of the Shares outstanding immediately prior to the Effective Time, and legal feessuch successor shall agree in writing to accept such appointment in accordance with the terms hereof. Notice of the selection of a successor Shareholder Representative appointed in the manner permitted in this Section 14.11 shall be provided to Gray and Merger Corp. promptly. (2) Witho▇▇ ▇imiting the generality of the foregoing paragraph (1), incurred if Gray, Merger Corp. or any of the other Persons specified in Section 1▇.▇ asserts a claim for indemnification based upon the provisions of Section 11, the notice requirements of Sections 11.3 and 14.8 shall be satisfied by delivery of any required notice to the Shareholder Representative as representative of and on behalf of each of the Shareholders, and the Shareholder Representative shall exercise all rights of the Shareholders, as indemnifying parties under Section 11, and shall cause all obligations of the Shareholders, as indemnifying parties under Section 11, to be performed. Each of the Shareholders agrees to be bound by all actions and failures to act of the Shareholder Representative in fulfilling accordance with this Section 14.11. Notwithstanding the duties foregoing, it shall be the obligation of such position hereundereach Shareholder, including without limitation those duties set forth and not of the Shareholder Representative, to indemnify Gray, Merger Corp. and the other Persons specified in Section 7.7 hereof. Any funds remaining in 11.1 ba▇▇▇ upon the Shareholder Representative Holdback Account on the date provisions of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).Section

Shareholder Representative. (a) As of Immediately prior to the Effective Time, without further act of any holder of each Company SharesShareholder and Company Option Holder hereby irrevocably constitutes and appoints CMT SR, the Inc. as her, his or its Shareholder Representative shall be appointed as the true and lawful agent and attorney-in-fact for each holder of such Company SharesShareholder and/or Company Option Holder with full powers of substitution to act in the name, place and stead of such Company Shareholder and/or Company Option Holder with respect to the performance, and exercise of any rights and obligations, on behalf of such Company Shareholder and/or Company Option Holder under the terms and provisions of this Agreement, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on such Company Shareholder’s and/or Company Option Holder’s behalf, as the Shareholder Representative shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement, including: (i) execute and deliver this Agreement (and any amendments hereto), (ii) take all actions required, or agree upon or compromise any matter related to the calculation of any true-up adjustments described in Section 2.5, or pursuant to the terms hereof or other payments to be made in respect of the transactions contemplated by this Agreement, including the Merger, (iii) to do or refrain from doing any act or deed in respect of the exchange procedures contemplated by Section 2.4 or related thereto, (iv) give and receive notices and communications and to take any receive service of process on behalf of each of the Company Shareholders and all action Company Option Holders, (v) act on behalf of the holders Company Shareholders and Company Option Holders with respect to all indemnification matters referred to in this Agreement, including the right to compromise on behalf of such Company Shares pursuant to Shareholder and/or Company Option Holder any indemnification claim made by or against such Company Shareholder and/or Company Option Holder involving this Agreement and in connection with the Parent NotesAgreement, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of (vi) act for the Company Shares immediately prior Shareholders and Company Option Holders with respect to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at post-Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereundermatters, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date pursuing any claim for any alleged breach of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).this Agreement by Parent,

Shareholder Representative. (a) As of the Effective Time▇▇▇▇ ▇. ▇▇▇▇▇▇, without further act of any holder of Company SharesPh.D., the Shareholder Representative shall be is hereby irrevocably appointed as representative, agent and attorney-in-fact for the Company and each holder of Company SharesShareholder, (i) to give and receive notices and communications relating to the transactions and other matters contemplated by this Agreement or the Seller Ancillary Documents, including those relating to take any adjustments to the Merger Payment and all action indemnification claims; (ii) to make decisions on behalf of the holders of Company Shares pursuant and the Shareholders with respect to the transactions and other matters contemplated by this Agreement or the Seller Ancillary Documents, including regarding (A) adjustments to the Merger Payment, (B) indemnification claims, (C) amendments to this Agreement or the Seller Ancillary Documents and (D) the defense of third party suits that may be the subject of indemnification claims, and to negotiate, enter into settlements and compromises of, and demand litigation or arbitration with respect to such third party suits or claims by the Parent for indemnification; and (iii) to take other actions on behalf of the Company and the Shareholders as contemplated by this Agreement or the Seller Ancillary Documents, including the exercise of all rights granted to the Company and the Shareholders under this Agreement or the Seller Ancillary Documents. (b) The Company and each Shareholder agrees that (i) the provisions of this Section 12.1 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies the Company or any Shareholder may have in connection with the Parent Notestransactions contemplated by this Agreement or the Seller Ancillary Documents, including(ii) the remedy at law for any breach of the provisions of this Section 12.1 would be inadequate, but not limited to, asserting, prosecuting or settling any claim against and (iii) the Surviving Corporation or Parent or defending or settling any claim asserted by provisions of this Section 12.1 shall be binding upon the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority successors and assigns of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgmentShareholder. (bc) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as relating to this Agreement or the Shareholder Representative) Seller Ancillary Documents shall constitute a decision of for the Company and all the holders of Company Shares Shareholders, and shall be final, binding and conclusive upon each of such holdersthe Company and the Shareholders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of the Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share and every Shareholder. The Shareholders shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs indemnify and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under hold harmless the Parent Notes shall be distributed from any action or omission on a Pro Rata Basis to holders their behalf at the request or instruction of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Shareholder Representative.

Shareholder Representative. (a) As of the Effective Time, without further act of any holder of Company Shares, the Shareholder Representative shall be The parties agree that ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is hereby appointed as agent the joint representative for and attorney-in-fact for each holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders shareholders of Company Shares Waterloo (such Persons, and any other Person duly appointed pursuant to this Agreement and Agreement, serving as such a representative, the “Shareholder Representative”) to take all actions necessary or appropriate in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against judgment of the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by for the consent of holders representing a majority accomplishment of the Company Shares immediately prior to terms of this Agreement upon and after the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointedClosing Date. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not be entitled to receive any compensation for his or her services except as otherwise set forth in this Section 3.5. Notices or of communications to or from the Shareholder Representative shall constitute notice to or from each of the shareholders of Waterloo. If any Person serving as the Shareholder Representative is no longer able or willing to serve as the Shareholder Representative, a new Shareholder Representative may be chosen by the holders of Company Shares. a majority of the shares of Waterloo Common Stock. (b) Reasonable and necessary fees and expenses incurred by the Shareholder Representative, in its capacity as Shareholder Representative, after the Closing Date shall be reimbursed to the Shareholder Representative by Midland States promptly upon receipt of appropriate documentation of such fees and expenses. (c) The Shareholder Representative shall not be liable to any Shareholder or other Person for any action act done or omitted in such capacity while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The shareholders of Waterloo shall jointly and severally indemnify the Shareholder Representative and hold him or her harmless against any loss, liability or expense incurred without bad faith, gross negligence or willful misconduct and arising out of or in connection with the acceptance or administration of his or her duties. The Shareholder Representative may consult with legal counsel and other necessary experts to advise it with respect to its rights and obligations hereunder and shall be fully protected by any act taken, suffered, permitted or declined to be taken, omitted in good faith in accordance with the advice of such counsel or experts. Notwithstanding anything set forth in this subparagraph (c) and in the exercise subparagraph (b) above, Midland States shall only be liable for fees and expenses of reasonable judgmentone legal counsel and one tax expert. (bd) A Any decision, act, consent or instruction of the Shareholder Representative (acting after the Effective Time in its capacity as the scope of the Shareholder Representative’s authority as provided in the first sentence of Section 3.5(a) shall constitute a decision of all the holders shareholders of Company Shares Waterloo and shall be final, binding and conclusive upon each every shareholder of such holdersWaterloo, and Midland States and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction (in each case whether given orally or in writing) of the Shareholder Representative. (e) The adoption of this Agreement and the approval of the Merger and the Contemplated Transactions by the shareholders of Waterloo shall constitute approval and ratification by such Persons of: (i) this Agreement and all of the arrangements relating thereto; (ii) the appointment of the Shareholder Representative as being pursuant to this Agreement; and (iii) the decision, act, consent or instruction performance of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use all duties described in this Agreement by the Shareholder Representative on their behalf. (f) The provisions of this Section 3.5 are intended to be for the costs benefit of and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred shall be enforceable by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)and Midland States.

Shareholder Representative. (a) As The Parties have agreed that it is desirable to designate B▇▇▇▇ ▇▇▇▇▇▇ (and if B▇▇▇▇ ▇▇▇▇▇▇ is unable or unwilling to serve, then M▇▇▇ ▇▇▇▇▇▇) to serve as the representative of the Effective Time, without further act holders of any holder the Company Stock (the “Shareholder Representative”) for certain limited purposes as set forth herein. The approval of this Agreement by the holders of the Company Shares, Stock will constitute ratification and approval of such designation. The Shareholder Representative will have such power and authority necessary to carry out the functions assigned to the Shareholder Representative shall be appointed as agent under this Agreement and attorney-in-fact for each holder the Escrow Agreement, including the power and authority: (i) to execute and deliver the Escrow Agreement, and to enter into any amendments, modifications and/or waivers in respect thereof; (ii) to enforce, defend and protect the rights and interests of the holders of the Company SharesStock following the Closing under Article IX of this Agreement and under the Escrow Agreement, to give and receive notices and communications and to take any and all action actions that the Shareholder Representative believes are necessary or appropriate under Article IX of this Agreement and under the Escrow Agreement for and on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expensesStock, including, without limitation, asserting, pursuing or defending any claim by or against Parent or the costs Surviving Corporation, consenting to, compromising or settling any such claim, and conducting negotiations with Parent or Surviving Corporation; and (iii) to make, execute, acknowledge and deliver all such other agreements, notices, requests, instructions and other writings, and, in general, to do any and all things and to take any and all actions that the Shareholder Representative may consider necessary or proper in connection with carrying out the responsibilities of the Holdback Shareholder Representative under Article IX of this Agreement and the Escrow Agent Agreement. (b) The Shareholder Representative will be entitled to engage such counsel, experts and legal feesother agents as the Shareholder Representative deems necessary or proper in connection with performing its obligations hereunder and under the Escrow Agreement, and will be promptly reimbursed by the holders of the Company Stock for all reasonable expenses, disbursements and advances incurred by the Shareholder Representative in fulfilling such capacity upon demand, pro rata based upon each such holder’s share of the duties Company Stock as of the Closing. Each holder of the Company Stock shall indemnify and hold harmless the Shareholder Representative, pro rata based upon such position hereunderholder’s share of all Company Stock as of the Closing, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in from any and all Damages that are incurred by the Shareholder Representative Holdback Account on as a result of actions taken, or actions not taken, by the date Shareholder Representative herein, except to the extent that such Damages arise from the gross negligence or willful misconduct of the last payment Shareholder Representative. (c) All amounts received by the Shareholder Representative on behalf of the holders of the Company Stock (whether under this Agreement or the Escrow Agreement), will be promptly paid by the Shareholder Representative to the holders of the Company Stock, in accordance with Section 1.7; provided, however, that the Shareholder Representative will be entitled to set off any amounts payable to the Shareholder Representative under the Parent Notes shall be distributed on a Pro Rata Basis Section 10.13(b) against amounts otherwise payable to holders of Company Shares who have duly surrendered or who may duly surrender their the Company Stock Certificates pursuant to this Section 2.5(b10.13(c). (d) Parent and Surviving Corporation shall have the right to rely upon all actions taken or not taken by the Shareholder Representative pursuant to this Agreement and the Escrow Agreement, all of which actions or omissions shall be legally binding upon the holders of the Company Stock. (e) If at any time the Shareholder Representative resigns, dies or becomes incapable of acting, the holders of a majority of the Company Stock as of the Closing shall choose another holder to act as the Shareholder Representative under this Agreement.

Shareholder Representative. (a) As of the Effective Time, without further act of any holder of Company Shares, the Each Shareholder Representative shall be appointed hereby constitutes and appoints S▇▇▇ ▇▇▇▇▇▇▇ as its agent and true and lawful attorney-in-fact (the “Shareholder Representative”), with full power and authority in the name of and for each holder and on behalf of Company Sharessuch Shareholder, to give serve as the Shareholder Representative under this Agreement and receive notices and communications the other Transaction Documents, and to take any exercise the power and authority to act on behalf of, and in the name of, such Shareholder with respect to all action matters relating to this Agreement or such other agreements, and the transactions contemplated hereunder or thereunder (including the execution and delivery of the Escrow Agreement on behalf of the holders Shareholders). Without limiting the generality of Company Shares pursuant the foregoing, the Shareholder Representative is hereby granted the power and authority by each Shareholder to negotiate and enter into amendments to this Agreement and the other agreements contemplated hereby for himself and on behalf of the Shareholder, to act on each Shareholder’s behalf in any dispute, litigation or arbitration involving this Agreement, the other Transaction Documents or such other agreements or any document delivered to the Shareholder Representative in such capacity pursuant hereto or thereto, to entering into any documents required or permitted and contesting and settling any and all claims for indemnification under Article 10, to authorize the release of the Shareholder Representative Fund Amount or otherwise control the Shareholder Representative Fund Amount and to do or refrain from doing all such further acts and things, and execute all such documents, as the Shareholder Representative shall deem necessary or appropriate in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgmenttransactions contemplated hereby. (b) A decisionAll decisions, actacts, consent consents or instruction of instructions by the Shareholder Representative (acting in its capacity as the Shareholder Representative) hereunder shall constitute a decision of all the holders of Company Shares Shareholders and shall be final, binding and conclusive upon each of such holdersthe Shareholders, and no Shareholder shall have the Surviving Corporation right to object, dissent, protest or otherwise contest the same. The Shareholder Representative shall not be liable for any act done or omitted hereunder in connection with the acceptance, performance, or administration of his duties hereunder, except with respect to his own actual fraud or bad faith, and Parent for this purpose any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of the absence of fraud and bad faith. The Shareholders shall jointly and severally indemnify the Shareholder Representative and hold him harmless against any loss, liability, or expense incurred by him (other than as a direct result of his own actual fraud or bad faith) on his part arising out of or in connection with the acceptance, performance, or administration of his duties hereunder. The Buyer Indemnified Parties may rely rely, without further inquiry, upon the authority of the Shareholder Representative hereunder and upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Sharesthe Shareholders for any and all purposes under this Agreement. (c) $250,000 from At the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (Closing, the "Buyer will deliver the Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (Fund Amount to a bank account designated by the "Holdback Escrow Agent")Shareholder Representative, which amount shall will be made available for use controlled by the Shareholder Representative for and used solely to pay the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal feesif any, incurred by the Shareholder Representative in fulfilling defending or resolving any claims for indemnification by the duties of such position hereunderBuyer Indemnified Parties, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in and any other costs or expenses incurred by the Shareholder Representative Holdback Account on in the date performance of his obligations as the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Shareholder Representative hereunder.

Shareholder Representative. (a) As Each of the Effective Time, without further act of any holder of Company Shares, the Shareholder Representative shall be appointed Sellers hereby agree to appoint Stephen Jones as its agent and attorney-in-fact fact, as the Shareholder R▇▇▇▇▇▇▇▇▇▇▇▇▇ for each holder and on behalf of Company Shares, the Sellers to give and receive notices and communications communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against the Escrow Fund and to take any and all action on behalf other actions that are either (i) necessary or appropriate in the -44- judgment of the holders Shareholder Representative for the accomplishment of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting foregoing or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted (ii) specifically mandated by the Surviving Corporation or Parentterms of this Agreement. Such Shareholder Representative agency may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time Shareholders from time to time upon not less than 30 days prior written notice given to Buyer; provided, however, that the Shareholder Representative may not be removed unless holders of a two-thirds (2/3 rds) interest of the Escrow Fund agree to such removal and to the Surviving Corporation and identity of the Shareholder Representativesubstituted agent. Any A vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right holders of holders representing a majority in interest of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointedEscrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. Shareholders as it sent or received from all Shareholders. (b) The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, act done or declined to be taken, omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. (b) . The Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares Shareholders and shall be final, binding and conclusive upon each of such holders, the Shareholders; and the Surviving Corporation Escrow Agent and Parent Buyer may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Shareholders. The Escrow Agent and legal feesBuyer are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, incurred by act, consent or instruction of the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Representative.

Shareholder Representative. (a) As In order to efficiently administer the transactions contemplated by this Agreement, the Plan of Arrangement, the Escrow Agreement and the Rights Indenture, including: (i) the final determination of the Effective Time, without further act Deferred Consideration and the allocation of the Consideration among the Ample Shareholders in accordance with the Ample Articles; (ii) the exercise on behalf of the Ample Shareholders of any holder voting rights, consent rights and/or the right to direct any votes with respect to the Special Voting Share, in each case, attaching to Up-front Shares during such time as any such Up-front Shares are held in escrow pursuant to the Escrow Agreement; (iii) the determination from time to time while the Up-front Shares (or any of Company Sharesthem) are held in escrow pursuant to this Escrow Agreement, of the number (if any) of Up-front Shares in respect of which each Ample Shareholder shall be entitled to provide instructions with respect to the exercise of any voting rights (including any right to direct the voting of the Special Voting Share) or consent right; (iv) the waiver of any condition to the obligations of Ample or the Ample Shareholders to consummate the transactions contemplated hereby; and (v) the defense and/or settlement of any claims for which the Ample Shareholder may be required to indemnify Akerna or Purchaser pursuant to this Agreement, the Shareholder Representative shall be Representative, by virtue of the entering into of this Agreement by the Parties, is hereby appointed as agent the true, exclusive and lawful representative, attorney-in-fact and agent for each holder Ample Shareholder in connection with this Agreement and the Plan of Company SharesArrangement. (b) The Shareholder Representative is hereby authorized to make all decisions, to give and receive notices and communications and to take all actions or do any and all action thing necessary relating to: (i) the final determination of the Deferred Consideration and the allocation of the Consideration among the Ample Shareholders in accordance with the Ample Articles; (ii) the exercise on behalf of the holders Ample Shareholders of Company any voting rights, consent rights and/or the right to direct any votes with respect to the Special Voting Share, in each case, attaching to Up-front Shares during such time as any such Up-front Shares are held in escrow pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against Escrow Agreement; (iii) the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time determination from time to time upon written notice given while the Up-front Shares (or any of them) are held in escrow pursuant to this Escrow Agreement, of the number (if any) of Up-front Shares in respect of which each Ample Shareholder shall be entitled to provide instructions with respect to the Surviving Corporation exercise of any voting rights (including any right to direct the voting of the Special Voting Share) or consent right; (iv) the waiver of any condition to the obligations of Ample or the Ample Shareholders to consummate the transactions contemplated hereby; (v) the defense and/or settlement of any claims for which the Ample Shareholder may be required to indemnify Akerna or Purchaser pursuant to this Agreement; and (vi) any and all additional actions contemplated to be taken by the Shareholder Representative. Any vacancy in Representative on behalf of the position Ample Shareholders (or any of them) pursuant to this Agreement, the Plan of Arrangement, the Escrow Agreement or the Rights Indenture. (c) Akerna and Purchaser shall be able to rely conclusively on the instructions and decision of the Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject as to the right of holders representing a majority any decision or act of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond taken in accordance with this Agreement, the Plan of Arrangement, the Escrow Agreement or the Rights Indenture and no party shall be required have any cause of action against Akerna or Purchaser for any action taken in reliance upon the instructions or decisions of the Shareholder Representative. Notices or communications to or from . (d) No Ample Shareholder shall have any cause of action against the Shareholder Representative shall constitute notice to for any action taken, decision made or from each instruction given by the Shareholder Representative in accordance with this Agreement, the Plan of Arrangement, the holders Escrow Agreement or the Rights Indenture, except for fraud or wilful breach by the Shareholder Representative of Company Sharesthis Agreement, the Plan of Arrangement, the Escrow Agreement or the Rights Indenture. The Shareholder Representative shall not be liable to any Ample Shareholder or other Person for any action taken, taken or declined omitted to be takentaken by them in connection with this Agreement, the Plan of Arrangement, the Escrow Agreement or the Rights Indenture in good faith and in the exercise of their reasonable judgment. (be) A decisionThe provisions of this Section 2.20 are independent and severable, actare irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Ample Shareholder may have in connection with the transactions contemplated by this Agreement, consent the Plan of Arrangement, the Escrow Agreement or instruction the Rights Indenture. (f) Remedies available at law for any breach of this Section 2.20 are inadequate, therefore, Akerna, Purchaser and the Shareholder Representative shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either of them brings an action to enforce the provisions of this Section 2.20. (g) The provisions of this Section 2.20 shall be binding upon the executors, heirs, legal representative, personal representatives, successors and permitted assigns of each Ample Shareholder, and any references in this Agreement to an Ample Shareholder or Ample Shareholders shall mean and include the successors to the Ample Shareholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of dissent and distribution or otherwise. (h) Notwithstanding any other provision of this Agreement, the appointment of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding subject to and conclusive conditional upon each receipt of such holders, the Ample Shareholder Approval and the Surviving Corporation approval by the Court of the Arrangement pursuant to the Interim Order and Parent may rely upon any such decisionthe Final Order. (i) Ample hereby covenants and agrees that on or prior to the Effective Date, act, consent or instruction of Ample shall furnish to the Shareholder Representative a certified copy of the true and complete shareholder register of Ample as being of the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account Effective Date (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b“Effective Date Register”).

Shareholder Representative. (a) As Except as provided in Section 8.3(b), each Shareholder by executing this Agreement hereby irrevocably constitutes and appoints ▇▇▇ ▇▇▇▇▇ as the Shareholder Representative, with full power and authority to act in the name of and for and on behalf of such Shareholder with respect to all matters arising in connection with, or related to, this Agreement and the Effective Time, without further act of any holder of Company SharesEscrow Agreement to which such Shareholder is a party and the transactions contemplated hereby and thereby. Except as provided in Section 8.3(b), the Shareholder Representative is hereby appointed (i) the agent and true and lawful attorney-in-fact of each Shareholder, with full power of substitution, and with full capacity and authority in its sole discretion, to act in the name of and for and on behalf of each Shareholder in connection with all matters arising out of, resulting from, contemplated by or related or incident to this Agreement and the Escrow Agreement, if applicable, and (ii) the agent for service of process for each Shareholder, and the Shareholders hereby irrevocably consent to the service of any and all process in any action or proceeding arising out of or relating to this Agreement by the delivery of such process to the Shareholder Representative. Without limiting the generality of the foregoing, the power of the Shareholder Representative shall include the power to represent each Shareholder with respect to all aspects of this Agreement, which power shall include, without limitation, the power to (i) waive any and all conditions of this Agreement, (ii) amend this Agreement and any agreement executed in connection herewith in any respect, (iii) bring, assert, defend, negotiate or settle any claims or actions pursuant to the terms hereof, (iv) retain legal counsel or accountants and be reimbursed by the Shareholders for all fees, expenses and other charges of such legal counsel or accountants, (v) receive notices or other communications, (vi) deliver any notices, certificates or other documents required and (vii) take all such other action and to do all such other things as the Shareholder Representative deems necessary, appropriate, desirable or advisable with respect to this Agreement or the Escrow Agreement; provided, however, that such authority shall not include the authority to receive any payment to be made to the Shareholders pursuant to this Agreement or the Escrow Agreement, which the parties acknowledge and agree shall be made on a pro rata basis based on the relative ownership by the Shareholders of the Corporation’s Stock immediately prior to the Closing as set forth on Schedule 3.2. ▇▇▇▇ and any ▇▇▇▇ Indemnitee shall have the absolute right and authority to rely upon the acts taken or omitted to be taken by the Shareholder Representative on behalf of the Shareholders, and ▇▇▇▇ and any ▇▇▇▇ Indemnitee shall have no duty to inquire as to the acts and omissions of the Shareholder Representative. Each Shareholder hereby acknowledges and agrees that (i) all deliveries by ▇▇▇▇ (other than any payment made in accordance with the proviso at the end of the immediately preceding sentence) shall be deemed deliveries to the Shareholders, (ii) ▇▇▇▇ shall not have any liability with respect to any aspect of the distribution or communication of such deliveries between the Shareholder Representative and any Shareholder and (iii) any disclosure made to the Shareholder Representative by or on behalf of ▇▇▇▇ shall be deemed to be a disclosure made to each Shareholder. In the event such Shareholder Representative refuses to, or is no longer capable of, serving as the Shareholder Representative hereunder, a majority of the Shareholders shall promptly appoint a successor Shareholder Representative who shall be reasonably acceptable to ▇▇▇▇ and shall thereafter be a successor Shareholder Representative hereunder, and the Shareholder Representative shall serve until such successor is duly appointed and qualified to act hereunder. (b) Notwithstanding Section 8.3(a): (i) with the prior written consent of ▇▇▇▇, (A) any Shareholder may take any action with respect to any matter specified in such written consent and arising in connection with, or related to, this Agreement and the Escrow Agreement to which such Shareholder is a party and the transactions contemplated hereby and thereby and (B) the appointment of the Shareholder Representative as agent and attorney-in-fact for each holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and purposes set forth in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may Section 8.3(a) shall be changed by the consent of holders representing a majority of the Company Shares immediately prior suspended to the Effective Time from time to time upon written notice given extent (and only to the Surviving Corporation extent) and with respect to those matters (and only those matters) specified in such written consent; and (ii) the Shareholder Representative. Any vacancy in the position of Shareholder Representative ▇▇▇▇ Indemnitees may be filled by the remaining Shareholder Representative, if any, subject at any time with respect to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices matter direct any instruction or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable request directly to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) such, and such instruction or request shall constitute a decision the written consent of all the holders ▇▇▇▇ with respect to such matter for purposes of Company Shares and shall Section 8.3(b)(i). Any written consent delivered pursuant to this Section 8.3(b) may be final, binding and conclusive upon each of such holderswithdrawn at any time, and the Surviving Corporation and Parent may rely upon any such decision, act, withdrawal the provisions of Section 8.3(a) shall apply fully as though no written consent or instruction of had been delivered (subject to the Shareholder Representative as being the decision, act, ▇▇▇▇’▇ continued right to deliver a written consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"pursuant to this Section 8.3(b), which amount shall be made available for use by including with respect to any matter that was the Shareholder Representative for the costs and expenses, including, without limitation, the costs subject of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(bprevious written consent).

Shareholder Representative. (aA) As The Shareholders irrevocably make, constitute and appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as their agent (the "Shareholder Representative") and authorize and empower him to fulfill the role of Shareholder Representative hereunder for a period of seven (7) years after the Closing Date. If a Shareholder Representative should resign, die or become incapacitated, its or his successor shall be appointed within 30 days of his resignation, death or incapacity by a majority of the Effective TimeShareholders, without further act and such successor either shall be a Shareholder or shall otherwise be acceptable to the Buyer. The choice of a successor Shareholder Representative appointed in any manner permitted above shall be final and binding upon all of the Shareholders. The decisions and actions of any holder successor Shareholder Representative shall be, for all purposes, those of Company Sharesa Shareholder Representative as if originally named herein. (B) Each Shareholder has made, constituted and appointed and by the execution of this Agreement hereby irrevocably makes, constitutes and appoints the Shareholder Representative shall be appointed as agent such person's true and attorney-in-lawful attorney in fact and agent, for each holder of Company Sharessuch person and in such person's name, (1) to give receive all Claim Notices and receive all other notices and communications directed to such Shareholder under this Agreement and to take any action (or to determine to take no action) with respect thereto as he may deem appropriate as effectively as such Shareholder could act for himself or herself, including without limitation, the settlement or compromise of any dispute or controversy, (2) to execute and deliver all action on behalf instruments and documents of every kind incident to the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notesforegoing, including, but not limited to, assertingthe certificates identified in Section 9.4 hereof, prosecuting and (3) to represent each such Shareholder's interests in any arbitration or settling any claim against other judicial or extrajudicial proceeding arising out of or in connection with this Agreement, to all intents and purposes and with the Surviving Corporation same effect as such Shareholder could do personally, and each such Shareholder hereby ratifies and confirms as his or Parent or defending or settling any claim asserted by her own act, all that the Surviving Corporation or Parent. Such Shareholder Representative may shall do or cause to be changed by the consent of holders representing a majority of the Company Shares immediately prior done pursuant to the Effective Time from time provisions hereof. Each Shareholder hereby declares that the foregoing powers are coupled with an interest and shall be irrevocable. All Claim Notices and all other notices and communications directed to time upon written notice Shareholders under this Agreement shall be given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position . (C) The death or incapacity of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required not terminate the authority and agency of the Shareholder Representative. Notices or communications . (D) The Shareholders hereby agree to or from indemnify the Shareholder Representative shall constitute notice and to hold it or from each of him harmless against any loss, liability or expense incurred without grossly negligent conduct or bad faith on the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction part of the Shareholder Representative (acting and arising out of or in its capacity connection with his duties as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for including the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, expenses incurred by the such Shareholder Representative in fulfilling the duties defending against any claim of such position hereunder, including without limitation those duties set forth liability in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)connection herewith.

Shareholder Representative. (a) As of 11.7.1 At the Effective TimeClosing, without further act of any holder of Company Shares, ▇▇▇▇▇▇ shall be constituted and appointed as the Shareholder Representative. The Shareholder Representative shall be appointed as the exclusive representative, agent and attorney-in-fact for each holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to Sellers to: (i) give and receive notices, instructions and communications permitted or required under this Agreement and Agreement, or any other agreement, document or instrument entered into or executed in connection with the Parent NotesTransactions, includingfor and on behalf of any Seller, but to or from Buyer (on behalf of itself or any other Seller) relating to this Agreement or any of the Transactions and any other matters contemplated by this Agreement or by such other agreement, document or instrument (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by a Seller individually), (ii) review, negotiate and agree to and authorize Buyer to reclaim an amount from the Aggregate Holdback Amount and Escrow Amount in satisfaction of claims asserted by Buyer (on behalf of itself or any other Buyer Indemnified Party, including by not limited objecting to such claims) pursuant to Sections 4, 9 and 10, (iii) object to such claims pursuant to Section 10, (iv) consent or agree to, assertingnegotiate, prosecuting enter into, or, if applicable, contest, prosecute or settling defend, settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims, resolve any claim against such claims, take any actions in connection with the Surviving Corporation resolution of any dispute relating hereto or Parent to the Transactions by arbitration, settlement or defending otherwise, and take or settling forego any claim asserted by or all actions permitted or required of any Indemnifying Shareholder or necessary in the Surviving Corporation or Parent. Such judgment of the Shareholder Representative may be changed for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, (v) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Indemnifying Shareholders, (vi) consent or agree to, including the execution and delivery of, any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Sellers in accordance with the terms hereof and in the manner provided herein, (vii) pursuant to Section 2 and 3, review, negotiate, object to, accept or agree to Buyer’s calculation of Purchase Price (including any portion thereof such as an Earn-out Payment and any Purchase Price Adjustment); and (viii) take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of holders representing a majority any Person under any circumstance. Zenvia and its Affiliates (including after the Closing, the Companies) shall be entitled to rely on the appointment of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and ▇▇▇▇▇▇ as initial the Shareholder Representative. Any vacancy in the position of Representative and treat such Shareholder Representative may as the duly appointed attorney-in-fact of each Seller and as having the duties, power and authority provided for in this Section 11.8. The Sellers shall be filled bound by all actions taken and documents executed by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond in connection with this Section 11.8, and Buyer and other Buyer Indemnified Parties shall be required entitled to rely exclusively on any action or decision of the Shareholder Representative. Notices or communications to or from The Person serving as the Shareholder Representative shall constitute may resign, or be removed or replaced at any time by the Seller’s holding more than fifty percent (50%) of the Seller Pro-Rata Share as of immediately prior to the effective time of the Closing, provided that if such Person resigns from its position as the Shareholder Representative, then a successor may be appointed, by the Seller’s holding more than fifty percent (50%) of the Seller Pro-Rata Share as of immediately prior to the effective time of the Closing, upon not less than 10 days’ prior written notice to or from each of the holders of Company Shares. Buyer. 11.7.2 The Shareholder Representative shall not be liable to any Shareholder or other Person Seller for any action taken, act done or declined to be taken, omitted hereunder as the Shareholder Representative while acting in good faith (and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith) and without gross negligence or willful misconduct. The Shareholder Representative shall serve as the Shareholder Representative without compensation; provided that the Sellers shall severally but not jointly, on a pro-rata basis (i) in accordance with such Seller’s Seller Pro-Rata Share in the exercise case of reasonable judgment. matters not related to indemnification matters hereunder, and (bii) A decisionin accordance with such Seller’s Indemnification Pro-Rata Share in the case of matters related to indemnification matters hereunder, actindemnify the Shareholder Representative and hold him/her/it harmless against any loss, consent Liability or instruction expense incurred without gross negligence, willful misconduct or bad faith on the part of the Shareholder Representative (acting and arising out of, resulting from or in its capacity as connection with the Shareholder Representative) shall constitute a decision acceptance or administration of his duties hereunder, including without limitation all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the reasonable out-of-pocket costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent expenses and legal fees, fees and other legal costs reasonably incurred by the Shareholder Representative in fulfilling (collectively, the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof“Shareholder Representative Expenses”). Any funds remaining in If not paid directly to the Shareholder Representative by the Sellers, such losses, Liabilities or expenses may be recovered by the Shareholder Representative from (i) the funds in the Expense Fund Amount and (ii) in the case of Shareholder Representative Expenses related to indemnification matters hereunder, the portion of the Aggregate Holdback Amount or Escrow Account otherwise distributable to the Indemnifying Shareholders (and not distributed or distributable to a Buyer Indemnified Party or subject to a Resolved Claim or an Unresolved Claim) on or after the applicable date of release and payment of such amounts by Buyer to the Indemnifying Shareholders pursuant to the terms hereof, at the time of distribution, and such recovery will be made from the Sellers according to their respective Seller Pro-Rata Shares or Indemnification Pro-Rata Share (depending on whether such matters do not relate, or relate, to indemnification matters hereunder, respectively) of such losses, Liabilities or expenses; provided, that while this section allows the Shareholder Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Shareholder Representative Expenses as they are suffered or incurred, nor does it prevent the Shareholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Shareholder Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of the indemnifying Shareholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Shareholder Representative under this Section. The foregoing indemnities will survive the Closing, the resignation or removal of the Shareholder Representative or the termination of this Agreement. 11.7.3 The Buyer shall not, in any circumstance, be liable for any acts or omissions of the Shareholders Representative related to the Sellers, including, but not limited to, with regards to any conflict or dispute between the Shareholders Representative and the Sellers in relation to the content and conditions of this Agreement. The Sellers agree that the appointment of the Shareholders’ Representative pursuant to his duties mentioned in Section 11.8.1 shall not, in any circumstance, be considered as the Sellers have not reviewed, negotiated or agreed with any provision contained in this Agreement and, as such, the Sellers shall not be exempted from complying with any obligation applicable to the Sellers under this Agreement due to the appointment of the Shareholders’ Representative. 11.7.4 Upon the Closing, Buyer will wire to the Shareholder Representative the Expense Fund Amount, which will be used for the purposes of paying directly, or reimbursing the Shareholder Representative for, any Shareholder Representative Expenses incurred pursuant to this Agreement and any other agreement, document or instrument entered into or executed in connection with the Transactions. The Shareholder Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund Amount other than as a result of its gross negligence or willful misconduct. The Shareholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund Amount, and has no tax reporting or income distribution obligations. The Sellers will not receive any interest or earnings on the date Expense Fund Amount and irrevocably transfer and assign to the Shareholder Representative any ownership right that they may otherwise have had in any such interest or earnings. As soon as practicable following the earlier of (i) the twenty-four (24) month anniversary of the last payment payable under Closing Date, and (ii) the Parent Notes shall completion of the Shareholder Representative’s responsibilities, the Shareholder Representative will deliver any remaining balance of the Expense Fund Amount to the Indemnifying Shareholders in accordance with their Indemnification Pro-Rata Share thereof. For tax purposes, the Expense Fund Amount will be distributed on a Pro Rata Basis to holders treated as having been received and voluntarily set aside by the Indemnifying Shareholders at the time of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Closing.

Shareholder Representative. (a) As The Purchaser hereby irrevocably constitutes and appoints, effective as of the Effective Timedate hereof, without further act of any holder of Company Shares▇▇▇▇▇ ▇▇▇▇ (together with his permitted successors, a “Shareholder Representative”), as the Shareholder Representative shall be appointed as Purchaser’s true and lawful agent and attorney-in-fact for each holder to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions relating to the Exchange Transaction, to exercise all or any of Company Sharesthe powers, authority and discretion conferred on him under this Agreement or any agreements entered into in connection with the Exchange Transaction, to waive any terms and conditions of any such agreements, to give and receive notices and communications on their behalf and to take be their exclusive representative with respect to any matter, action, undertaking, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreements and all the Shareholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Shareholder Representative will not be liable for any action on behalf of the holders of Company Shares pursuant to this Agreement and taken or not taken by him in connection with his obligations under this Agreement in the Parent Notes, including, but not limited to, asserting, prosecuting absence of his own gross negligence or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parentwillful misconduct. Such Shareholder Representative may be changed by the consent of holders representing a majority of The Purchaser acknowledges and agrees that the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative, in effectuating the Exchange Transaction, will be relying upon the representations and warranties contained in Section 3 hereof. Any vacancy The Purchaser will immediately notify the Stockholder Representative in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, writing if any, subject to the right of holders representing a majority any of the outstanding Company Shares immediately prior to the Effective Time to replace representations and warranties contained in Section 3 hereof become inaccurate in any Shareholder Representative respect. Unless so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from notified, the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent Company may rely upon any such decision, act, consent or instruction of on the Shareholder Representative representations and warranties contained in Section 3 hereof as being the decision, act, consent or instruction accurate and true in all respects as of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under closing of the Parent Notes Exchange Transaction. The Purchaser hereby ratifies and confirms and agrees to ratify and confirm whatever any such attorney as is mentioned in this Clause 5 shall be distributed on a Pro Rata Basis do or purport to holders do in the exercise or purported exercise of Company Shares who have duly surrendered all or who may duly surrender their Company Stock Certificates pursuant any of the powers, authorities and discretions referred to Section 2.5(b)therein.

Shareholder Representative. (a) As By virtue of the Effective Timeapproval of the Merger and this Agreement by the Shareholders, without further act each of any holder of Company Shares, the Shareholder Representative Securityholders shall be appointed deemed to have agreed to appoint R▇▇▇▇▇ ▇▇▇▇▇▇▇ as its agent and attorney-in-fact fact, as the Shareholder Representative for each holder and on behalf of Company Shares, the Securityholders to give and receive notices and communications communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Securityholder or by any such Securityholder against any Indemnified Party or any dispute between any Indemnified Party and any such Securityholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take any and all action on behalf other actions that are either (i) necessary or appropriate in the judgment of the holders Shareholder Representative for the accomplishment of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting foregoing or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted (ii) specifically mandated by the Surviving Corporation or Parentterms of this Agreement. Such Shareholder Representative agency may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time Securityholders from time to time upon not less than thirty (30) days prior written notice given to Parent; provided, however, that the Shareholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the Surviving Corporation and identity of the Shareholder Representativesubstituted agent. Any Notwithstanding the foregoing, a vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right holders of holders representing a majority in interest of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointedEscrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. Securityholders. (b) The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, act done or declined to be taken, omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. . The Securityholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative (b“Shareholder Representative Expenses”). Following the termination of the Escrow Period, the resolution of all Unresolved Claims and the satisfaction of all claims made by Indemnified Parties for Losses, the Shareholder Representative shall have the right to recover Shareholder Representative Expenses from the Escrow Fund prior to any distribution to the Securityholders, and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Shareholder Representative Expenses actually incurred. To the extent that the amount of funds in the Escrow Fund (after resolution of all Unresolved Claims and the satisfaction of all claims for Losses) is insufficient to reimburse the Shareholder Representative for all Shareholder Representative Expenses, each Securityholder agrees to reimburse the Shareholder Representative promptly on demand in proportion to its Pro Rata Portion for any Shareholder Representative Expenses that are not so paid to the Shareholder Representative out of the Escrow Fund. A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) , including an amendment, extension or waiver of this Agreement pursuant to Section 8.3 and Section 8.4 hereof, shall constitute a decision of all the holders of Company Shares Securityholders and shall be final, binding and conclusive upon each of such holders, the Securityholders; and the Surviving Corporation Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Securityholders. The Escrow Agent and legal feesParent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, incurred by act, consent or instruction of the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Representative.

Shareholder Representative. (a) As By virtue of the Effective Timeapproval of the Merger and this Agreement by the Shareholders, without further act each of any holder of Company Shares, the Shareholder Representative Shareholders shall be appointed deemed to have agreed to appoint D▇▇▇▇ ▇▇▇▇▇▇▇ as its agent and attorney-in-fact fact, as the Shareholder Representative for each holder and on behalf of Company Shares, the Shareholders to give and receive notices and communications communications, to agree to the adjustment (if any) of the Aggregate Common Stock Consideration Amount pursuant to the terms of Section 1.6(d) hereof, to authorize deductions from the Total Holdback Amount in satisfaction of claims by any Indemnified Party, to object to the foregoing adjustments or payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party, any dispute between any Indemnified Party and any such Shareholder, any dispute relating to the Company Assumed Liabilities Report, in each case relating to this Agreement or the transactions contemplated hereby, and to take any and all action on behalf other actions that are either (i) necessary or appropriate in the judgment of the holders Shareholder Representative for the accomplishment of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting foregoing or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted (ii) specifically mandated by the Surviving Corporation or Parentterms of this Agreement. Such Shareholder Representative agency may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time Shareholders from time to time upon not less than thirty (30) days prior written notice given to Parent; provided, however, that the Shareholder Representative may not be removed unless holders of a two-thirds interest of the Total Holdback Amount agree to such removal and to the Surviving Corporation and identity of the Shareholder Representativesubstituted agent. Any Notwithstanding the foregoing, a vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right holders of holders representing a majority in interest of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointedTotal Holdback Amount. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. Shareholders. (b) The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, act done or declined to be taken, omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. . The Shareholders shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative (b) “Shareholder Representative Expenses”). Following the Holdback Distribution Date, the resolution of all Unresolved Claims and the satisfaction of all claims made by Indemnified Parties for Losses, the Shareholder Representative shall have the right to recover Shareholder Representative Expenses from the Total Holdback Amount prior to any distribution to the Shareholders, and prior to any such distribution, shall deliver to Parent a certificate setting forth the Shareholder Representative Expenses actually incurred and amount in cash to be distributed as satisfaction of such expenses. A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) , including an amendment, extension or waiver of this Agreement pursuant to Section 8.3 and Section 8.5 hereof, shall constitute a decision of all the holders of Company Shares Shareholders and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation Shareholders; and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each the Shareholders. The Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such holder decision, act, consent or instruction of Company Sharesthe Shareholder Representative. (c) $250,000 from Notwithstanding anything in this Agreement to the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bankcontrary, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative shall have no authority to act on behalf of any Shareholder in connection with any claim by an Indemnified Party seeking recovery for the costs and expenses, including, without limitation, the costs any Losses outside of the Total Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Amount.

Shareholder Representative. (a) As of the Effective Time, without further act of any holder of Company SharesIn connection with this Agreement, the Shareholder Representative shall have exclusive power and authority on behalf of the holders of Common Stock and Company Options and, prior to the Effective Time on behalf of the Company with respect to any action taken pursuant to this Agreement (including with respect to indemnification claims, waivers and adjustments to the Merger Consideration) and the Parent Indemnified Parties shall be entitled to rely on such actions of the Shareholder Representative. The Shareholder Representative is hereby appointed as agent and attorney-in-fact for each holder of Common Stock or Company SharesOptions with full power of substitution to act in the name, place and stead of such holder with respect to give the transactions contemplated by this Agreement and receive notices and communications the other Transaction Documents and to take any and all action act on behalf of the holders such holder in any amendment of Company Shares pursuant to or litigation or arbitration involving this Agreement and the other Transaction Documents and to do or refrain from doing all such further acts and things, and to negotiate, execute and deliver all ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents, as the Shareholder Representative shall deem necessary or appropriate in connection with any of the Parent Notestransactions contemplated by this Agreement and the other Transaction Documents. The Shareholder Consents shall expressly ratify and approve the designation of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as Shareholder Representative, includingas well as all of the foregoing set forth in this Section 10.2(a). The Shareholder Representative hereby accepts such appointment and agrees to serve in the capacity contemplated by this Section 10.2. The Shareholder Representative may resign at any time, but not limited to, asserting, prosecuting or settling any claim against and the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed removed by the consent vote of holders representing a majority Persons who collectively owned more than fifty percent (50%) of the Company Shares shares of Common Stock immediately prior to the Effective Time from time (the “Majority Holders”). In the event that the Shareholder Representative has resigned or been removed, a new Shareholder Representative shall be appointed by a vote of the Majority Holders, such appointment to time become effective upon the written notice given to acceptance thereof by the Surviving Corporation and the new Shareholder Representative. Any vacancy successor Shareholder Representative must agree to be bound by the terms and conditions of this Agreement applicable to the Shareholder Representative and will thereupon become the Shareholder Representative for purposes of this Agreement and all other applicable Transaction Documents. Parent shall be provided with ten (10) days prior written notice of any change in the position Shareholder Representative. (b) The Shareholder Representative shall not (i) be liable to the holders of Common Stock or Company Options for any actions taken or omitted to be taken by it or any agent employed by it under or in connection with this Agreement or the other Transaction Documents or in connection with any of the transactions contemplated hereby or thereby or (ii) owe any fiduciary duty or have any fiduciary responsibility to any of the holders of Common Stock or Company Options or the Company as a result of actions taken as the Shareholder Representative pursuant to this Agreement or the other Transaction Documents, except for such actions taken or omitted to be taken resulting from the Shareholder Representative’s gross negligence, bad faith or willful misconduct. Provided that all payments and distributions made by or at the direction of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject hereunder to the right holders of holders representing Common Stock and Company Options are made based on the good faith determination of each such holder’s Pro Rata Portion or Pro Rata Adjusted Percentage, as the case may be, thereof for each share of Common Stock or Company Option to acquire a majority share of the outstanding Company Shares Common Stock that had been held by such holder immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of Time, the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder holder of Common Stock or other Person for any action taken, Company Options if the apportionment with respect to such payment or declined distribution is subsequently determined to be taken, have been made in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holderserror, and the Surviving Corporation and Parent may rely upon sole recourse of any holder of Common Stock or Company Options to whom such decisionpayment or distribution was due, actbut not made, consent shall be to recover from other holders of Common Stock or instruction Company Options, as applicable, any payment in excess of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Sharesamount to which they are determined to have been entitled pursuant to this Agreement. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by If the Shareholder Representative for the costs and expenses, incurs any out-of-pocket expenses (including, without limitation, any reasonable fees and expenses of counsel) in its capacity as Shareholder Representative under this Agreement or the costs other Transaction Documents or in connection with any of the Holdback Escrow Agent and legal feestransactions contemplated hereby or thereby, incurred such out-of-pocket expenses shall be paid from, or reimbursed by the Shareholder Representative holders of Common Stock and Company Options ratably in fulfilling accordance with each such holder’s Pro Rata Adjusted Percentage thereof for each share of Common Stock or Company Option to acquire a share of Common Stock that had been held by such holder immediately prior to the duties of Effective Time and may be deducted from any amounts otherwise payable to such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date holders from distributions out of the last payment payable under Merger Consideration Escrow Account or the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Indemnification Escrow Account.

Shareholder Representative. (a) As Each Seller will be deemed to have irrevocably constituted and appointed, effective as of the Effective TimeClosing, without further act of any holder of Company SharesDav▇▇ ▇. ▇▇▇▇▇ (▇ogether with his permitted successors, the Shareholder Representative shall be appointed "SHAREHOLDER REPRESENTATIVE"), as his true and lawful agent and attorney-in-fact for each holder to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, to exercise all or any of Company Sharesthe powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement (other than the Buyer Shares issuable in accordance with Section 2.1), to give and receive notices and communications on his behalf and to take be his exclusive representative with respect to any matter, suit, claim, action or Proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which Buyer or, following the Closing, -------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT - EXECUTION COPY PAGE 8 CCS TECHNOLOGY, INC. Company may be entitled to indemnification and the Shareholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. (b) The Shareholder Representative shall not be liable to anyone for any action taken or not taken by him in good faith or for any mistake of fact or law for anything that he may do or refrain from doing in connection with his obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement, owned a majority in number of the outstanding shares of Company Common Stock or (ii) in the absence of his own gross negligence or willful misconduct. Any action taken or not taken pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Sellers shall, jointly and severally, indemnify and hold the Shareholder Representative, and each successor thereof, harmless from any and all action on behalf of the holders of Company Shares pursuant to this Agreement liability and in connection with the Parent Notes, expenses (including, but not limited towithout limitation, asserting, prosecuting counsel fees) that may arise out of any action taken or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted omitted by the Surviving Corporation or Parent. Such him as Shareholder Representative in accordance with this Agreement, as the same may be changed by amended, modified or supplemented, except such liability and expense as may result from the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required gross negligence or willful misconduct of the Shareholder Representative. Notices or communications to or from the . (c) The Shareholder Representative may rely and shall constitute notice be protected in relying or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or from each of presented by the holders of Company Sharesproper party or parties. The Shareholder Representative shall not be liable to any Shareholder for other parties' forgeries, fraud or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgmentfalse presentations. (bd) A decisionThe Shareholder Representative shall have reasonable access to information about the Company and the reasonable assistance of the Company's officers and employees for purposes of performing his duties and exercising his rights hereunder, actprovided that the Shareholder Representative shall treat confidentially and not disclose any nonpublic information from or about the Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (e) If the Shareholder Representative shall be unable or unwilling to serve in such capacity, consent or instruction his successor shall be named by those persons holding a majority of the shares of Company Common Stock outstanding immediately prior to the Closing, and such successor(s) shall serve and exercise the powers of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shareshereunder. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).

Shareholder Representative. (a) As The Selling Shareholders, on behalf of itself and any successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints L▇▇ ▇▇▇▇ Wei, in the Effective Timecapacity as the Shareholder Representative, without further as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Shareholder Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Shareholder Representative Documents”); (ii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Shareholder Representative Documents; (iii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Shareholder Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Shareholder Representative and to rely on their advice and counsel; (iv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (v) otherwise enforcing the rights and obligations of any holder such Persons under any Shareholder Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of Company Sharessuch Person; provided, that the Parties acknowledge that the Shareholder Representative is specifically authorized and directed to act on behalf of, and for the benefit of, all Selling Shareholders and their respective successors and assigns. All decisions and actions by the Shareholder Representative shall be appointed binding upon each Selling Shareholder and its successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 12.16 are irrevocable and coupled with an interest. The Shareholder Representative hereby accepts its appointment and authorization as agent the Shareholder Representative under this Agreement. (b) Any other Person, including the Purchaser Representative, Purchaser and attorney-in-fact for each holder of Company Sharesthe Company, to give may conclusively and receive notices and communications and to take absolutely rely, without inquiry, upon any and all action on behalf actions of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by as the consent of holders representing a majority acts of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace Selling Shareholders under any Shareholder Representative so appointedDocuments. No bond The Purchaser Representative, Purchaser and the Company shall be entitled to rely conclusively on the instructions and decisions of the Shareholder Representative as to (i) any payment instructions provided by the Shareholder Representative or (ii) any other actions required or permitted to be taken by the Shareholder Representative hereunder, and no Selling Shareholder shall have any cause of action against the Purchaser Representative, Purchaser or the Company for any action taken by any of them in reliance upon the instructions or decisions of the Shareholder Representative. Notices The Purchaser Representative, Purchaser and the Company shall not have any Liability to any Selling Shareholder for any allocation or communications to or from distribution among the Selling Shareholders by the Shareholder Representative shall constitute notice of payments made to or from each at the direction of the holders Shareholder Representative. All notices or other communications required to be made or delivered to a Selling Shareholder under any Shareholder Representative Document shall be made to the Shareholder Representative for the benefit of Company Sharessuch Selling Shareholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Selling Shareholder with respect thereto. All notices or other communications required to be made or delivered by a Selling Shareholder shall be made by the Shareholder Representative (except for a notice under Section 10.15(d) of the replacement of the Shareholder Representative). (c) The Shareholder Representative shall not be liable to for any act done or omitted under any Shareholder or other Person for any action taken, or declined to be taken, Representative Document as the Shareholder Representative while acting in good faith and in without willful misconduct or gross negligence, and any act done or omitted pursuant to the exercise advice of reasonable judgment. (b) A decisioncounsel shall be conclusive evidence of such good faith. The Selling Shareholders shall indemnify, actdefend and hold harmless the Shareholder Representative from and against any and all losses incurred without gross negligence, consent bad faith or instruction willful misconduct on the part of the Shareholder Representative (acting in its his capacity as such) and arising out of or in connection with the acceptance or administration of the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon ’s duties under any such decision, act, consent or instruction of the Shareholder Representative as being Document, including the decision, act, consent or instruction reasonable fees and expenses of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use any legal counsel retained by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by Representative. In no event shall the Shareholder Representative in fulfilling the duties of such position hereundercapacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Shareholder Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in facsimiles or copies thereof, and no Person shall have any Liability for relying on the Shareholder Representative Holdback Account on in the date foregoing manner. In connection with the performance of its rights and obligations hereunder, the Shareholder Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of Purchaser, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Shareholder Representative may deem necessary or appropriate from time to time. All of the last payment payable indemnities, immunities, releases and powers granted to the Shareholder Representative under this Section 12.16 shall survive the Parent Notes Closing and continue indefinitely. (d) The Person serving as the Shareholder Representative may resign upon ten (10) days’ prior written notice to the other Parties to this Agreement, provided that the Shareholder Representative appoints in writing a replacement Shareholder Representative and provides written notice of the identity of such successor to the other Parties hereto. Each successor Shareholder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Shareholder Representative, and the term “Shareholder Representative” as used herein shall be distributed on a Pro Rata Basis deemed to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)include any such successor Shareholder Representatives.

Shareholder Representative. (a) As By virtue of the Effective Timeadoption of this Agreement and as set forth in the Letters of Transmittal and the Contribution Agreement, without further ▇▇▇▇▇▇▇ and Newport are hereby authorized, directed and appointed to act of any holder of Company Sharesas sole and exclusive agents, the Shareholder Representative shall be appointed as agent and attorneyattorneys-in-fact and representatives of the Shareholders (each a “Shareholder Representative” and, collectively the “Shareholder Representatives”), with full power of substitution with respect to all matters under this Agreement and Escrow Agreement and the transactions contemplated hereby and thereby. The Company has designated the Shareholder Representatives as the representatives of the Shareholders for each holder purposes of Company Sharesthis Agreement and the Escrow Agreement, and approval of this Agreement and the Merger by such holders shall constitute ratification and approval of such designation on the terms set forth herein. All decisions, actions, consents, and instructions by the Shareholder Representatives with respect to this Agreement and the Escrow Agreement shall be absolutely and irrevocably binding upon all of the Shareholders with respect to their interests as shareholders under this Agreement and the Escrow Agreement, and no such Shareholder shall have the right to object to, dissent from, protest or otherwise contest the same. The Shareholder Representatives shall act in unanimity with respect to any decision, action, consent or instruction contemplated by this Agreement and in all communications with Buyer and Merger Sub, and Buyer and Merger Sub shall be entitled to rely on any such decision, action, consent or instruction as being the decision, action, consent or instruction of the Shareholders. Buyer and Merger Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent, or instruction. By way of amplification and not limitation, as Shareholder Representatives, the Shareholder Representatives shall be authorized and empowered, as agents of and on behalf of all Shareholders (only with respect to their interests as Shareholders) (i) to give and receive notices and communications as provided herein, (ii) to receive certain distributions of the Final Merger Consideration and the China Joint Venture Dividend for the benefit of the Shareholders, (iii) to take object to any Buyer Indemnification Claims, (iv) to agree to, negotiate, enter into settlements, and all action compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims or Losses, (v) to resolve any other disputes under this Agreement or the Escrow Agreement, (vi) to grant any waiver, consent or approval on behalf of the holders of Company Shares pursuant to Shareholders under this Agreement and the Escrow Agreement (except for any consent or approval of the Shareholders of the Merger, the Merger Agreement and the transactions contemplated hereby), (vii) to receive service of process on behalf of each shareholder of the Company in connection with the Parent Notesany claims against such shareholder arising under or in connection with this Agreement, including, but not limited to, asserting, prosecuting any document or settling instrument provided for hereby or any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior transactions contemplated hereby or thereby, (ix) to the Effective Time from time appoint, in its sole discretion, one or more successor Shareholder Representatives, and (x) to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy take all other actions that are either (1) necessary or appropriate in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required judgment of the Shareholder RepresentativeRepresentatives for the accomplishment of the foregoing or (2) specifically mandated by the terms of this Agreement. Notices or communications to or from both of the Shareholder Representative Representatives shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgmentShareholders. (b) A decision, act, consent or instruction Each of the Shareholder Representative Representatives hereby accepts the foregoing appointment and agrees to serve as a Shareholder Representative, subject to the provisions hereof, for the period of time from and after the date hereof without compensation except for the reimbursement or payment from the Shareholders (acting in its capacity as other than holders of Dissenting Shares) of all fees and expenses incurred by the Shareholder RepresentativeRepresentatives in performing his or its duties hereunder (including legal fees and expenses related thereto) shall constitute and any indemnification in favor of the Shareholder Representatives, in each case pro rata in accordance with the portion of the Final Merger Consideration each such shareholder would otherwise have been entitled to receive by virtue of the ownership of outstanding Shares immediately before the Effective Time (each such shareholder’s pro rata interest, a decision of all “Pro-Rata Share”). The Company and the holders of Company Shares and Shareholder Representatives will, at least two (2) days prior to the Closing Date, direct, by joint written notice to Buyer, that on the Closing Date an amount equal to TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) (the “Shareholder Representatives’ Holdback”), shall be final, binding and conclusive upon each of such holders, and paid directly by the Surviving Corporation to the Shareholder Representatives as designated in such notice, as a fund for the fees and Parent may rely upon any such decision, act, consent or instruction expenses of the Shareholder Representative Representatives incurred in connection with this Agreement, the Escrow Agreement and the Indemnity Agreement (the “Shareholder Representatives’ Holdback Account”), with any balance of the Shareholder Representatives’ Holdback Account not used for such purposes (as being determined by the decisionShareholder Representatives in good faith) to be paid by the Shareholder Representatives to the Shareholders in accordance with their respective Pro-Rata Share. The Shareholders shall not receive interest or other earnings on the Shareholder Representatives’ Holdback and, actby virtue of the adoption of this Agreement and as set forth in the Letters of Transmittal, consent or instruction irrevocably transfer and assign to the Shareholder Representatives any ownership right that they may have in any interest that may accrue on funds held in the Shareholder Representatives’ Holdback Account. To the extent that the Shareholder Representatives’ Holdback does not sufficiently cover the fees and expenses of each the Shareholder Representatives incurred in connection with this Agreement, the Escrow Agreement and the Indemnity Agreement, such holder of Company Sharesshortfall shall be paid in accordance with the Contribution Agreement. (c) $250,000 from In dealing with this Agreement and any notice, instrument, agreement or document relating thereto, and in exercising or failing to exercise all or any of the aggregate Cash Consideration Per Share powers conferred upon the Shareholder Representatives hereunder or thereunder, (i) the Shareholder Representatives and his or its agents, counsel, accountants and other representatives shall not assume any, and shall not incur any, responsibility or liability whatsoever to any shareholder of the Company, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted willful misconduct or actual or intentional fraud, and shall be placed entitled to assume that all actions, decisions and determinations are fully authorized by Parent at Closing into an escrow account each and every one of the Shareholders, (ii) the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount Representatives shall be made available for use by entitled to rely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, (iii) the Shareholder Representative for Representatives shall be entitled to rely on any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder or under the costs Escrow Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof, (iv) the Shareholder Representatives may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so, and (v) the Shareholder Representatives may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Shareholder Representatives on behalf of that party unless written notice to the contrary is delivered to the Shareholder Representatives. Except in cases where a court of competent jurisdiction has made such a finding, the Shareholders shall on a pro rata basis (based on each such shareholder’s Pro-Rata Share) indemnify and hold harmless the Shareholder Representatives from and against any and all losses, liabilities, claims, actions, damages and expenses, includingincluding reasonable attorneys’ fees and disbursements, without limitationarising out of and in connection with his or its activities as the Shareholder Representatives under this Agreement, the costs Escrow Agreement or otherwise. (d) The grant of authority provided for in this Section 2.12 is coupled with an interest and is irrevocable and is being granted, in part, as an inducement to Buyer and Merger Sub to enter into this Agreement and the Escrow Agreement, and shall be irrevocable and survive the dissolution, liquidation or bankruptcy of the Holdback Company or the death, incompetency, liquidation or bankruptcy of any shareholder of the Company, shall be binding on any successor thereto and shall survive the assignment by any shareholder of the Company of the whole or any portion of his or its interest in any payment due to it under this Agreement or the Escrow Agent and legal fees, incurred by Agreement or in the Escrow Fund. The appointment of the Shareholder Representative in fulfilling Representatives as each shareholder’s attorneys-in-fact revokes any power of attorney heretofore granted that authorized any other person or persons to represent such shareholder with regard to this Agreement and the duties Escrow Agreement. (e) In connection with the performance of such position his or its obligations hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representatives shall have the right, acting together, at any time and from time to time to select and engage, at the cost and expense of the Shareholders (as contemplated by Section 2.12(b)), attorneys, accountants, investment bankers, advisors, consultants, and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as he or it may deem necessary or desirable and incur other out-of-pocket expenses related to performing his or its services hereunder. Except for reimbursement of out-of-pocket expenses, the Shareholder Representatives shall receive no fees for their services under this Agreement. The Shareholder Representatives may act pursuant to the advice of counsel with respect to any matter relating to this Agreement or the Escrow Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. (f) Buyer hereby agrees that the Shareholder Representatives shall not, in their capacities as such, have any liability to Buyer or any of its Affiliates whatsoever with respect to their actions, decisions or determinations. The Shareholder Representatives hereby agree that Buyer has no liability to any Person with respect to the actions, decisions or determinations of the Shareholder Representatives, in their capacity as such. (g) All of the immunities and powers granted to the Shareholder Representatives under this Agreement with respect to this Agreement and the Escrow Agreement shall survive the Closing and/or any termination of this Agreement, except that such powers (but not immunities) shall terminate upon termination of this Agreement. (h) In connection with his or its appointment as a Shareholder Representative Holdback Account hereunder, each of ▇▇▇▇▇▇▇ and Newport hereby represents and warrants to Buyer (only with respect to themselves) that he or it has all requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which he or it will be a party, to perform his or its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Newport of this Agreement and each of the Ancillary Agreements to which it will be a party, the performance by Newport of its obligations hereunder and thereunder and the consummation by Newport of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the date part of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Newport.

Shareholder Representative. 9.13.1 As an additional condition to Purchaser and Parent's obligations hereunder, the Shareholders will consent to the appointment of Ruth ▇▇▇▇▇▇ ▇▇ serve as representative of the Shareholders ("Shareholder Representative") and the Shareholder Representative will agree to so serve, to act for the Shareholders and in each such Shareholders' name, place and stead, in any and all capacities to do and perform every act and thing required or permitted to be done in connection with the transactions contemplated by this Agreement and the other agreements contemplated hereby, as fully to all intents and purposes as such Shareholder might or could do in person, including, without limitation: (a) As determine the presence (or absence) of claims for indemnification against the Effective TimePurchaser or Parent pursuant to Section 7.1 above; (b) deliver all notices required to be delivered by such Shareholder under this Agreement including, without further act limitation, any notice of a claim for which indemnification is sought from the Purchaser or Parent under Article VII above; (c) receive all notices required to be delivered to such Shareholder under this Agreement, including, without limitation, any holder notice of Company Shares, the Shareholder Representative shall be appointed as agent and attorney-in-fact a claim for each holder of Company Shares, to give and receive notices and communications and to which indemnification is sought under Section 7.1 above; (d) take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to as the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representativedeem necessary or desirable to defend, if anypursue, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expensesresolve and/or settle claims under this Agreement, including, without limitation, indemnification under Section 7.1 above; (e) enter into such amendments and waivers of this on behalf of such Shareholder from time to time as the costs Shareholder Representative may deem necessary or desirable; (f) receive service of process on behalf of such Shareholder in connection with any legal proceedings related to this or any of the Holdback Escrow Agent transactions contemplated hereby or thereby; and (g) engage and employ agents and representatives (including accountants, legal feescounsel and other professionals) and to incur such other expenses as the Shareholder Representative deems necessary or prudent in connection with the administration of the foregoing. Any additional details of the Shareholder Representatives' role and duties with regard to the Shareholders will be specified in the proxy materials soliciting Shareholder approval of the Merger. 9.13.2 Each Shareholder grants unto the Shareholder 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 such Person might or could do in person, incurred hereby ratifying and confirming all that the Shareholder Representative may lawfully do or cause to be done by virtue hereof. Each Shareholder, by executing this Agreement, agrees that such agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Shareholder Representative shall survive the death, incapacity, or bankruptcy of such Person. Each Shareholder acknowledges and agrees that, any delivery by the Shareholder Representative in fulfilling the duties of such position hereunderany waiver, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in amendment, agreement, opinion, certificate or other documents executed by the Shareholder Representative Holdback Account on or any decisions made by the date of the last payment payable under the Parent Notes Shareholder Representative pursuant to this Section 9.15, such Person shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered bound by such documents or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)decision as fully as if such Shareholder had executed and delivered such documents or made such decisions.

Shareholder Representative. (a) As By the execution of this Agreement, each Shareholder hereby irrevocably constitutes and appoints Shareholder Representative as Shareholder Representative, agent, proxy, and attorney-in-fact for each of the Effective TimeShareholder Group Members for all purposes authorized under this Agreement, without including the full power and authority on behalf of the Shareholder Group Members (i) to disburse any funds received hereunder to the applicable Shareholder Group Members; (ii) to endorse and deliver any certificates or instruments representing the Shares and execute such further act instruments of assignment as Buyer shall reasonably request; (iii) to execute and deliver on behalf of such Shareholder Group Member any amendment or waiver hereto; (iv) (A) to dispute or refrain from disputing, or to deliver instructions, on behalf of such Shareholder Group Member relative to any amounts to be received by such Shareholder Group Member under this Agreement or any other agreement contemplated hereby, any claim made by Buyer under this Agreement or any other agreement contemplated hereby, (B) to negotiate and compromise, on behalf of any holder Shareholder Group Member, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement or any other agreement contemplated hereby, and (C) to execute, on behalf of Company Shareseach Shareholder Group Member, any settlement agreement, release or other document with respect to such dispute or remedy; (v) to engage attorneys, accountants, agents or consultants on behalf of the Shareholder Group Members in connection with this Agreement or any other agreement contemplated hereby and pay any fees related thereto; (vi) to take all other actions to be taken by or on behalf of such Shareholder Group Member in connection herewith; and (vii) to do each and every act and exercise any and all rights which such Shareholder Group Member individually or collectively with the other Shareholder Group Members are permitted or required to do or exercise under this Agreement, the Escrow Agreement or any other document contemplated hereby. Each of the Shareholder Group Members agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of Shareholder Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any such Shareholder Group Member. If any Shareholder Group Member dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Shareholder Group Member being a “Former Shareholder”) and, as a result, the agency and power of attorney conferred by this Section 11.15 is revoked by operation of law, it shall not be appointed a breach by such Former Shareholder under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Shareholder (each a “Successor Shareholder”) confirms the appointment of Shareholder Representative as agent and attorney-in-fact for each holder such Successor Shareholder. All decisions and actions by Shareholder Representative (to the extent authorized by this Agreement) shall be binding upon all of the Shareholder Group Members, and no Shareholder Group Member shall have the right to object, dissent, protest or otherwise contest the same. (b) Each Shareholder Group Member agrees that Buyer and Company Sharesshall be entitled to rely on any action taken by Shareholder Representative, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares such Shareholder Group Member, pursuant to this Agreement Section 11.15(a) (an “Authorized Action”), and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond that each Authorized Action shall be required of the binding on each such Shareholder RepresentativeGroup Member as fully as if such Shareholder Group Member had taken such Authorized Action. Notices or communications to or from the (c) Shareholder Representative shall constitute notice to or from each not have by reason of the holders this Agreement a fiduciary relationship in respect of Company Sharesany Shareholder Group Member, except in respect of amounts received on behalf of such Shareholder Group Member. The Shareholder Representative shall not be liable to any Shareholder or other Person Group Member for any action takentaken or omitted by it or any agent employed by it hereunder or under any other document entered into in connection herewith, except that Shareholder Representative shall not be relieved of any liability imposed by law for willful misconduct. Shareholder Representative shall not be liable to the Shareholder Group Members for any apportionment or declined to be taken, distribution of payments made by Shareholder Representative in good faith faith, and if any such apportionment or distribution is subsequently determined to have been made in error the exercise sole recourse of reasonable judgment. (b) A decisionany Shareholder Group Member to whom payment was due, actbut not made, consent or instruction shall be to recover from the other Shareholder Group Members any payment in excess of the amount to which they are determined to have been entitled. Shareholder Representative (acting in its capacity as shall not be required to make any inquiry concerning either the Shareholder Representative) shall constitute a decision performance or observance of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the terms, provisions or conditions of this Agreement. Neither Shareholder Representative as being nor any agent employed by it shall incur any liability to any Shareholder Group Member by virtue of the decision, act, consent failure or instruction refusal of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for any reason to consummate the costs and expenses, including, without limitation, transactions contemplated hereby or relating to the costs performance of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the its other duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered except for actions or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)omissions constituting actual and intentional fraud.

Shareholder Representative. (a) As Each Seller, for himself and for his or her successors and assigns, hereby irrevocably makes, constitutes and appoints the Shareholder Representative as his or her true and lawful attorney-in-fact to act for and on behalf of such Seller with respect to any matter arising under this Agreement and/or any of the Effective TimeTransaction Documents, and, by executing below in her capacity as the Shareholder Representative, ▇▇▇ ▇▇▇▇▇▇▇▇ hereby expressly accepts such appointment. Each Seller acknowledges that the appointment of the Shareholder Representative is coupled with an interest and may not be revoked. (b) In furtherance of the appointment of the Shareholder Representative, each Seller, fully and without restriction: (i) acknowledges receiving, reviewing and understanding the terms and provisions of this Agreement and the other Transaction Documents; (ii) agrees to be bound by all notices given and received and agreements and determinations made by and documents executed and delivered by the Shareholder Representative under this Agreement, the Expense Agreement and the Transaction Documents; and (iii) authorizes the Shareholder Representative to (A) deliver to Buyer all certificates and documents to be delivered to Buyer by the Sellers (or the Shareholder Representative on behalf of the Sellers) pursuant to this Agreement, the Expense Agreement and the Transaction Documents, together with any certificates and documents executed by the Sellers and deposited with the Shareholder Representative for such purpose, (B) dispute or refrain from disputing any claim made by Buyer under this Agreement, the Expense Agreement or the Transaction Documents, (C) negotiate and compromise any dispute which may arise under this Agreement, the Expense Agreement or the Transaction Documents, (D) pay any amounts due Buyer from the Sellers under this Agreement or the Transaction Documents, (E) exercise or refrain from exercising any remedies available to the Sellers (or the Shareholder Representative on behalf of the Sellers) under this Agreement, the Expense Agreement or the Transaction Documents, (F) sign any releases or other documents with respect to any such dispute or remedy, (G) waive any condition contained in this Agreement or the Transaction Documents, (H) give such notices and instructions and do or refrain from doing such other things as the Shareholder Representative, in her sole discretion, deems necessary or appropriate to carry out the provisions of this Agreement, the Expense Agreement or the Transaction Documents, (I) take any and all actions and make any decisions required or permitted to be taken by her under the Escrow Agreement, including, without further act limitation, the exercise of the power to authorize delivery to Buyer of cash out of the Escrow Account in satisfaction of claims by ▇▇▇▇▇, to petition the Escrow Agent for the release of any holder or all funds due to the Sellers under the Escrow Agreement and, subject to the Shareholder Representative's other responsibilities under this subsection, to pay to each Seller such Seller's Pro-Rata Share of Company Sharessuch funds, (J) receive all amounts payable by Buyer to the Sellers under this Agreement or the Escrow Agreement on behalf of the Sellers and, subject to the Shareholder Representative's other responsibilities under this subsection, pay to each Seller such Seller's Pro-Rata Share of such amounts, (K) pay out of funds coming into the hands of the Shareholder Representative from Buyer (including from the Expense Account) or the Escrow Agent all fees and expenses of the Sellers (and of the Shareholder Representative acting in such capacity) incurred in connection with the transactions contemplated by the Transaction Documents, including without limitation the fees and expenses of counsel, accountants, investment bankers and other professional advisors retained by or on behalf of the Sellers (or the Shareholder Representative) in connection with such transactions, (L) retain such counsel, accountants and other professional advisors as the Shareholder Representative reasonably deems necessary to assist it in the performance of its duties hereunder and pay the fees, costs and expenses thereof out of the funds coming into the hands of the Shareholder Representative, (M) retain out of funds coming into the hands of the Shareholder Representative from Buyer or the Escrow Agent, including by depositing such amounts into the Expense Account, such amounts as the Shareholder Representative, in its sole discretion, deems appropriate to be held as reserves, including for expected or potential future expenses or liabilities of the Sellers hereunder or as otherwise deemed appropriate by the Shareholder Representative as a litigation reserve or otherwise, (N) control, maintain and use the Expense Account as the Shareholder Representative determines in its sole discretion is in the best interests of the Sellers and (O) to petition the Escrow Agent for the release to the Sellers of the Expense Reserve Amount in accordance with each Seller's Pro Rata Share of such amounts. Except for any obligations for which the Sellers are severally, but not jointly, liable, payments made by the Shareholder Representative under this subsection will be considered to be paid by all Sellers in accordance with their respective Pro-Rata Share. As used in this Agreement, a Seller's "Pro-Rata Share" means such Seller's Percentage Interest. (c) All actions, decisions and instructions of the Shareholder Representative shall be appointed as agent conclusive and attorney-in-fact for each holder of Company Shares, to give binding upon the Sellers and receive notices and communications and to take no Seller nor any and all action on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling other Person shall have any claim or cause of action against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from and the Shareholder Representative shall constitute notice have no liability to any Seller or from each any other Person, for any action taken, decision made or instruction given by the Shareholder Representative in connection with this Agreement or any other Transaction Document, except in the case of his or her own gross negligence or willful misconduct (it being the explicit intention of the holders Sellers that any act done or omitted pursuant to the advice of Company Sharescounsel (acting in good faith) shall be without gross negligence or willful misconduct). The In determining the occurrence of any such event or contingency, the Shareholder Representative may request from any one or more of the Sellers such reasonable additional evidence as the Shareholder Representative in its sole discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and may at any time inquire of and consult with others, including any one or more of the Sellers, and the Shareholder Representative shall not be liable to any Sellers for any damages resulting from its delay in acting hereunder pending its receipt and examination of additional evidence requested by him. In the performance of its duties hereunder, the Shareholder Representative shall be entitled to rely upon any document or instrument reasonably believed by it to be genuine, accurate as to content and signed by any Seller. (d) If the Shareholder Representative resigns, dies or becomes incapacitated, her successor will be appointed within fifteen (15) days of such event by the Sellers owning a majority of the Shares immediately prior to the Closing. The Sellers owning a majority of the Shares outstanding immediately prior to Closing have the right, at any time, to remove the then-acting Shareholder Representative and to appoint a successor Shareholder Representative determined in their discretion; provided, however, neither such removal of the then-acting Shareholder Representative nor such appointment of a successor Shareholder Representative shall be effective until the delivery to each of Buyer and the then-acting Shareholder Representative of executed counterparts of a writing signed by Sellers owning a majority of the Shares outstanding immediately prior to the Closing, together with an acknowledgment for the benefit of the Sellers signed by the successor Shareholder Representative whereby he, she or it agrees to perform and be bound by all of the provisions of this Agreement applicable to the Shareholder Representative. The decisions and actions of any successor Shareholder Representative will be, for all purposes, those of the Shareholder Representative as if originally named herein. The death or incapacity of any Seller will not terminate the authority and agency of the Shareholder Representative. Any successor Shareholder Representative will provide Buyer with prompt written notice of its or his appointment. (e) Buyer will be entitled to rely exclusively upon any communication given or other action taken by the Shareholder Representative and will not be liable to the Sellers or any other Person for any action taken, taken or declined not taken in reliance upon the Shareholder Representative. ▇▇▇▇▇ will not be obligated to be taken, in good faith and in inquire as to the exercise of reasonable judgment. (b) A decision, act, consent or instruction authority of the Shareholder Representative with respect to the taking of any action that the Shareholder Representative takes on behalf of the Sellers. (acting f) The Sellers will, severally and not jointly and in its capacity accordance with their respective Pro-Rata Share, indemnify the Shareholder Representative and hold him or her harmless against any and all Loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Shareholder Representative and arising out of or in connection with his or her duties as the Shareholder Representative) . The Shareholder Representative shall constitute have the option, but not the requirement, to pay for such Losses, liabilities or expenses out of the Expense Account or, to the extent funds remain in the Escrow Account and are otherwise payable or distributable to the Sellers, out of the Escrow Account; provided, however, reasonable documentation exists therefor. The Shareholder Representative shall not be entitled to be paid for his or her services hereunder unless and until a decision of all the holders of Company Shares and separate agreement relating to such compensation shall be finalsigned by the Shareholder Representative, binding and conclusive upon each of such holderson the one hand, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction Sellers owning a majority of the Shareholder Representative as being Shares outstanding immediately prior to the decisionClosing, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)other hand.

Shareholder Representative. (a) As The Healthtrac Stockholders hereby appoint D▇. ▇▇▇▇▇ ▇. Fries to act as the Shareholder Representative and authorize and direct the Shareholder Representative to (i) take any and all actions (including without limitation executing and delivering any documents, receiving notices of claims, incurring any costs and expenses for the account of Healthtrac and the Healthtrac Stockholders and making any and all determinations) which may be required or permitted by this Agreement to be taken by Healthtrac, the Healthtrac Stockholders or the Shareholder Representative, (ii) exercise such other rights, power and authority as are authorized, delegated and granted to the Shareholder Representative hereunder in connection with the transactions contemplated hereby and (iii) exercise such rights, power and authority as are incidental to the foregoing. Any actions taken, exercises of rights, power or authority, and any decision or determination made by the Shareholder Representative consistent herewith shall be absolutely and irrevocably binding on Healthtrac and each Healthtrac Stockholder as if such party personally had taken such action, exercised such rights, power or authority or made such decision or determination in such party's individual capacity. Notwithstanding any other provision of this Agreement, if the Closing occurs, no Indemnifying Party shall have any right under this Agreement or otherwise to institute any suit, action or proceeding against VDOT or defend any action brought by VDOT or any third party with respect to any matter covered by Article 9, any such right being irrevocably and exclusively delegated to the Shareholder Representative. D▇. ▇▇▇▇▇ ▇. Fries hereby acknowledges and accepts the foregoing authorization and appointment and agrees to serve as Shareholder Representative in accordance with this Agreement. (b) The Shareholder Representative shall serve as Shareholder Representative until his or her resignation, removal from office, incapacity or death or the expiration of his or her term of office (which shall not, in any event, expire before the expiration of the Effective TimeIndemnity Period); provided, without further act of any holder of Company Shareshowever, that the Shareholder Representative shall be appointed as agent not have the right to resign without (i) prior written notice to each Indemnifying Party and attorney-in-fact for each holder of Company SharesVDOT, and (ii) choosing a successor reasonably satisfactory to give and receive notices and communications and VDOT to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted serve until a successor is elected by the Surviving Corporation or ParentIndemnifying Parties. Such A Shareholder Representative may be changed removed at any time and a successor representative, reasonably satisfactory to VDOT, may be appointed, pursuant to written action by the consent of holders representing a majority of the Company Shares immediately prior Indemnifying Parties. VDOT hereby consents to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining any Healthtrac Stockholder serving as Shareholder Representative, if anyprovided that VDOT first receive the notice referred to above. Any successor to a Shareholder Representative shall, subject for purposes of this Agreement and the Escrow Agreement, be deemed to be, from the time of appointment, the "Shareholder Representative" for the relevant time period, and from and after such time, the term "Shareholder Representative" as used herein and therein shall be deemed to refer to such successor. No appointment of a successor shall be effective unless such successor agrees in writing to be bound by the terms of this Agreement and the Escrow Agreement. (c) The Shareholder Representative shall be permitted to retain counsel, consultants and other advisors and the fees and expenses related thereto shall be paid by the Indemnifying Parties. (d) Notwithstanding any notice received by VDOT to the right of holders representing a majority contrary (except any notice of the outstanding Company Shares immediately prior to the Effective Time to replace any appointment of a successor Shareholder Representative so appointed. No bond approved by VDOT in accordance with this Section 9.5, VDOT (i) shall be required fully protected in relying upon and shall be entitled to rely upon, shall have no liability to any Indemnifying Party with respect to, and shall be indemnified by the Indemnifying Parties from and against all liability arising out of (any such indemnifiable amounts constituting Losses) actions, decisions and determinations of the Shareholder Representative. Notices or communications Representative and (ii) shall be entitled to or from assume that all actions, decisions and determinations of the Shareholder Representative shall constitute notice to or from each of are fully authorized by the holders of Company Shares. Indemnifying Parties. (e) The Shareholder Representative shall not be liable to the Indemnifying Parties for the performance of any Shareholder act or other Person for any action taken, the failure to act so long as he acted or declined failed to be taken, act in good faith in what he reasonably believed to be the scope of his authority and for a purpose which he reasonably believed to be in the exercise of reasonable judgment. (b) A decision, act, consent or instruction best interests of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company SharesIndemnifying Parties. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).

Shareholder Representative. (a) As of the Effective Time, without further act of any holder of Company Shares, the Each Shareholder Representative shall be appointed hereby irrevocably appoints and designates ▇▇▇▇▇▇▇ ▇▇▇▇ as agent his or her representative and attorney-in-fact for each holder (the "REPRESENTATIVE). (b) The Shareholders hereby authorize the Representative (i) to take all action necessary in connection with the waiver of Company Shares, any condition to the obligations of any Shareholder to consummate the transactions contemplated hereby; (ii) to give and receive all notices required or permitted under this Agreement, and communications and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted Shareholders by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent terms of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Sharesthis Agreement. (c) $250,000 In the event that the Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, the aggregate Cash Consideration Per Share shall Shareholders will select another representative to fill each such vacancy and such substituted representative will be placed by Parent at Closing into an escrow account irrevocably appointed and designated the Representative for all purposes of this Agreement. (the "Shareholder Representative Holdback Account"d) with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use All decisions and actions by the Shareholder Representative for the costs and expensesRepresentative, including, without limitation, any agreement between the costs Representative and the Company relating to the waiver of any condition to the obligations of any Shareholder to consummate the transaction contemplated hereby, will be binding upon all of the Holdback Escrow Agent Shareholders, and legal feesno Shareholder will have the right to object, incurred dissent, protest or otherwise contest the same. (e) By their execution of this Agreement, each of the Shareholders agree that: The Company will be able to rely conclusively on the instructions and decisions of the Representative as to any actions required to be taken by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth and no party hereunder will have any cause of action against the Company for any action taken by the Company in Section 7.7 hereof. Any funds remaining in reliance upon the Shareholder Representative Holdback Account on the date instructions or decisions of the last payment payable Representative; all actions, decisions and instructions of the Representative will be conclusive and binding upon all of the Shareholders, and no party hereto will have any cause of action against the Representative, in his capacity as a Representative, for any action taken, decision made or instruction given by the Representative under this Agreement, except for fraud or willful misconduct by the Parent Notes shall Representative; the provisions of this Section 1.7 are independent and severable, are irrevocable and coupled with an interest and will be distributed on enforceable notwithstanding any rights or remedies that any Shareholder may have in connection with the transactions contemplated by this Agreement; and the provisions of this Section 1.7 will be binding upon the executors, heirs, legal representatives and successors of each Shareholder, and any references in this Agreement to a Pro Rata Basis Shareholder will mean and include the successors to holders the rights of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates the Shareholders hereunder, whether pursuant to Section 2.5(b)testamentary disposition, the laws of descent and distribution or otherwise.

Shareholder Representative. (ai) As of In the Effective Timeevent that the Merger is approved, effective upon such vote, and without further act of any holder of Company Sharesshareholder, the Shareholder Representative Unicorn Creative Services, Ltd. shall be appointed as agent and attorney-in-fact (the "Shareholder Representative") for each holder Company Shareholder, for and on behalf of Company Shares-------------------------- shareholders of the Company, to give and receive notices and communications communications, to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, 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, and to take any and all action on behalf actions necessary or appropriate in the judgment of the holders Shareholder Representative for the accomplishment of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parentforegoing. Such Shareholder Representative agency may be changed by the consent of holders representing a majority shareholders of the Company Shares immediately prior to the Effective Time from time to time upon not less than thirty (30) days prior written notice given to Parent; provided that the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may not be filled by removed unless a majority-in-interest of the remaining Shareholder Representative, if any, subject Company Shareholders agree to such removal and to the right of holders representing a majority identity of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointedsubstituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for services as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, act done or declined to be taken, omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. (b) A decision. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, act, consent liability or instruction expense incurred without negligence or bad faith on the part of the Shareholder Representative (acting and arising out of or in its capacity as connection with the acceptance or administration of the Shareholders Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).

Shareholder Representative. (a) As of the Effective Time, without further act of any holder of Company Shares, the Shareholder Representative shall be appointed as agent and attorney-in-fact for each holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account Shareholders hereby select Richard J. Tehan (the "Shareholder Representative Holdback AccountRepresentative") to act for and ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇l such Shareholders with Park Cities Bank, Dallas, Texas (respect to all matters arising in connection with Article 8 and the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expensesAgreement, including, without limitation, the costs power and authority, in his or her sole discretion, to: (i) negotiate, determine, defend and settle any dispute which may arise under Article 8 or the Escrow Agreement; and (ii) make, execute, acknowledge and deliver any releases, assurances, receipts, requests, instructions, notices, agreements, certificates and any other instruments, and to generally do any and all things and to take any and all actions which may be requisite, proper or advisable in connection with Article 7 or under the Escrow Agreement. (b) The Shareholders by majority vote may replace the Shareholder Representative at any time with a substitute Shareholder Representative who shall have all the powers and responsibilities of the Holdback Escrow Agent Shareholder Representative set forth in this Section 6.9. (c) Neither the Shareholder Representative, nor any substitute Shareholder Representative, shall be liable to any Person for any action taken or any omission to act, in good faith, in connection with the Shareholder Representative's responsibilities as Shareholder Representative. (d) Upon request by Parent, the Shareholder Representative, or any substitute Shareholder Representative, shall promptly provide Parent with a written certification of his or her selection and legal fees, incurred by of the address for notices to such Shareholder Representative. Parent may thereafter deal exclusively with the Shareholder Representative in fulfilling connection with the duties claims procedure in reliance on such certification. Whenever in connection with the provisions of such position hereunderthis Agreement or the Escrow Agreement, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in Parent shall receive any certificate or other written correspondence from the Shareholder Representative Holdback Account on the date of the last payment payable Representative, such certificate or other written correspondence shall be full authorization to Parent for any action taken or suffered in good faith by it under the Parent Notes shall be distributed on a Pro Rata Basis to holders provisions of Company Shares who have duly surrendered this Agreement or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)the Escrow Agreement in reliance thereon.

Shareholder Representative. (a) As of The Shareholders and the Effective Time, without further act of any holder of Company Shares, DolEx Class B Shareholders hereby agree and acknowledge that the Shareholder Representative shall be appointed act as an agent of the Shareholders and the DolEx Class B Shareholders and is entitled with such powers as are delegated under this Agreement, which shall include the power (i) to act as the attorney-in-fact for each holder of Shareholder or DolEx Class B Shareholder to execute the Escrow Agreement, the Earnout Agreement, and any Company SharesAncillary Agreement, (ii) to give and receive notices and communications and to take any and all action on behalf of the holders Shareholders and the DolEx Class B Shareholders under this Agreement, the Escrow Agreement, the Earnout Agreement, any Stock Pledge Agreement, and any Company Ancillary Agreement, (iii) to waive provisions of Company Shares pursuant any such agreements, (iv) to update the Schedules to this Agreement and in connection with provide same to Parent, (v) to authorize delivery to the Parent NotesGroup Members of the funds or other property pursuant to the Escrow Agreement in satisfaction of claims by Parent Group Members, including(vi) to object to any Claim Notice, but not limited (vii) to conduct, control and cooperate with respect to the defense of the litigation described in Article X herein, (viii) to agree to, assertingnegotiate, prosecuting enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and (ix) to take all actions necessary or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy appropriate in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required judgment of the Shareholder Representative. Notices or communications Representative for the accomplishment of the foregoing and to or from otherwise act on behalf of the Shareholder Representative shall constitute notice Shareholders and the DolEx Class B Shareholders with respect to or from this Agreement, the Escrow Agreement, the Earnout Agreement, any Stock Pledge Agreement and any Company Ancillary Agreement and the transactions contemplated hereby and thereby, each of which the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action takenShareholders and the DolEx Class B Shareholders have received, or declined to be taken, reviewed and approved in good faith and in the exercise of reasonable judgmenttheir execution form. (b) A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representativeaccordance with Section 12.13(a) shall constitute a decision of all the holders of Company Shares Shareholders and all DolEx Class B Shareholders and shall be final, binding and conclusive upon each of such holdersShareholder or DolEx Class B Shareholder, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each and every such holder Shareholder and DolEx Class B Shareholder. Each Parent Group Member is hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of Company Sharesthe Shareholder Representative. (c) $250,000 from The Shareholder Representative shall not be liable to the aggregate Cash Consideration Per Share Shareholders or the DolEx Class B Shareholders for any act done or omitted as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the written advice of counsel shall be placed by conclusive evidence of such good faith. (d) Neither Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount nor any Parent Group Member shall be made available responsible or liable for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs any acts or omissions of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Representative’s capacity as such.

Shareholder Representative. (a) As The Shareholders shall at all times maintain a representative (the “Shareholder Representative”) for purposes of taking certain actions and giving certain consents on behalf of the Effective TimeShareholders, without further act of any holder of as specified herein. Pursuant to the Company SharesShareholder Agreement, the Major Shareholders appointed ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Representative, LLC, as the initial Shareholder Representative Representative, and immediately upon the approval of this Agreement by the requisite vote or written consent of the Shareholders, each other Shareholder shall be deemed to have consented to such appointment (or any applicable successor) and the terms hereof. Another person shall be appointed as agent and attorney-in-fact for each holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice if the person so designated (or any successor thereof) is unwilling or unable to or from each of the holders of Company Sharesso act. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action Actions taken, or declined to be taken, in good faith consents given and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction of representations made by the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and pursuant hereto shall be final, binding and conclusive upon the Shareholders, including all actions under Article VII and under the Escrow Agreement and the Company Shareholder Agreement. This appointment and grant of power and authority by each Shareholder is coupled with an interest and is irrevocable and shall not be terminated by any act of such holdersany Shareholder or by operation of Law, whether by the death or incapacity of any individual Shareholder, or by the occurrence of any other event. The Shareholder Representative is entitled to authorize delivery to the Parent Indemnified Parties of the funds or other property from the Indemnity Escrow Fund in satisfaction of claims by the Parent Indemnified Parties, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions on behalf of all of the Surviving Corporation Shareholders deemed necessary or appropriate in the judgment of the Shareholder Representative to accomplish the foregoing or to facilitate or administer the transactions contemplated by this Agreement, the Escrow Agreement and the Company Shareholder Agreement, including, without limitation, executing such other documents or instruments as the Shareholder Representative deems necessary or appropriate, provided however, that no such action may incur additional liabilities on the Shareholders, other than as set forth in this Agreement. The Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each and every Shareholder. The Shareholder Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of Shareholders holding a majority of the aggregate Company Ordinary Shares (on an as-converted basis) outstanding immediately prior to the Effective Time. No bond shall be required of the Shareholder Representative. (b) The Shareholder Representative shall not be liable to the Shareholders for actions taken pursuant to this Agreement, the Company Shareholder Agreement or the Escrow Agreement, except to the extent such holder actions shall have been determined in a final and non-appealable judgment by a court of competent jurisdiction to have constituted willful misconduct or Fraud. Except in cases where a court of competent jurisdiction has made such a finding in a final and non-appealable judgment, the Shareholders shall jointly and severally indemnify and hold harmless, first from the Indemnity Escrow Fund (if any, after payment of all claims to which the Parent Indemnified Parties are entitled to payment pursuant to Article VII) and thereafter directly, the Shareholder Representative from and against any and all Damages (including reasonable legal and expert fees and expenses incurred by the Shareholder Representative in investigating or defending (including any appeal) any claim for indemnification made against the Shareholders or Major Shareholders), arising out of and in connection with his or her activities as Shareholder Representative under this Agreement, the Company SharesShareholder Agreement, the Escrow Agreement or otherwise. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use The approval of this Agreement by the Shareholder Representative for requisite vote or written consent of the costs Shareholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and expensesto the provisions hereof binding upon the Shareholders, including, without limitation, the costs of the Holdback Escrow Agent those set forth in Article VII. All actions taken, consents given and legal fees, incurred representations made by the Shareholder Representative in fulfilling pursuant hereto shall be binding upon the duties of such position hereunderShareholders after the Closing, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable all actions under Article VII and under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Escrow Agreement.

Shareholder Representative. (a) As of Each Shareholder hereby appoints William C. Nieto (such Person and any successor or successors being t▇▇ "▇▇▇▇▇▇▇▇▇▇▇▇' Representative"), and the Effective TimeShareholders' Representative hereby accepts such appointment, without further act of any holder of Company Shares, the Shareholder Representative shall be appointed as agent and such Shareholder's attorney-in-fact for each holder and representative to act on behalf of Company Shares, to give and receive notices and communications such Shareholder and to take any and all action actions required or permitted to be taken by such Shareholder or the Shareholders' Representative under this Agreement, the Merger Agreement or the Escrow Agreement, including, without limitation, (i) to do any and all things and to execute any and all documents or other papers, in such Shareholder's name, place and stead, in any way that each such Shareholder could do if personally present, in connection with this Agreement, the Merger Agreement and the Escrow Agreement and the transactions contemplated hereby or thereby, (ii) to amend, cancel or extend, or waive the terms of, this Agreement, the Merger Agreement, the Escrow Agreement or any ancillary agreement, (iii) to act on behalf of such Shareholder with respect to any claims (including the settlement thereof) made by Mercury for indemnification pursuant to Section 11.02 of the Merger Agreement and with respect to any actions to be taken by the Shareholders' Representative pursuant to the terms of the Escrow Agreement, and (iv) to exercise such rights, powers and authority as are incidental to the foregoing. In the event that the Shareholders' Representative becomes unable or unwilling to continue in his capacity as Shareholders' Representative under this Agreement, the holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the shares held by the holders of the Company Shares Common Stock and the Company Preferred Stock outstanding immediately prior to the Effective Time from time shall promptly appoint a successor Shareholders' Representative, who shall be reasonably acceptable to time upon written notice given Mercury. The Shareholders hereby consent to the Surviving Corporation taking by the Shareholders' Representative of any and all actions and the Shareholder Representative. Any vacancy in making of any decisions required or permitted to be taken by him under this Agreement, the position of Shareholder Representative may Merger Agreement or the Escrow Agreement. (b) The Shareholders shall be filled bound by all actions taken by the remaining Shareholder Shareholders' Representative in his capacity as such. Mercury shall be entitled to rely, as being binding upon each Shareholder, upon any document or other paper believed by it to be genuine and correct and to have been signed or sent by the Shareholders' Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative and Mercury shall not be liable to any Shareholder or other Person of the Shareholders for any action taken, taken or declined omitted to be taken, taken by it in good faith such reliance. All reasonable fees and in the exercise of reasonable judgment. (b) A decision, act, consent or instruction expenses of the Shareholder Shareholders' Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, binding and conclusive upon each of such holders, and paid by the Surviving Corporation and Parent may rely upon Shareholders. Mercury shall in no event incur any liability for (i) any such decisionfees or expenses or (ii) any losses, damages or expenses arising from or related to, directly or indirectly, any action (or failure to act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Shareholders' Representative.

Shareholder Representative. (a) As Section 10.8.1 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is hereby appointed and constituted the “Shareholder Representative” under this Agreement, and as such shall serve as agent for and have all powers as attorney-in-fact of each Holder, for and on behalf of each Holder, to take the following actions in connection with the negotiation, settlement and compromise of indemnification claims pursuant to Article 10 of this Agreement and the release of the Effective TimeHoldback Amount in connection therewith: to give and receive notices of communications; to agree to, without further act negotiate or enter into settlements and compromises of, and institute litigation and comply with orders of courts with respect to any holder disputes involving any claims made by Buyer or the Holders under this Agreement; to sign receipts, consents or other documents to effect any of Company Sharesthe transactions contemplated by this Agreement or the Ancillary Agreements; and to take all actions necessary or appropriate in the judgment of the Shareholder Representative in connection with the foregoing. Section 10.8.2 If the Shareholder Representative elects to resign as Shareholder Representative for any reason, the Shareholder Representative shall be appointed as agent notify Buyer of his or her intent to resign, and attorney-in-fact for each holder of Company Sharesthe Holders shall, by written notice to give and receive notices and communications and to take any and all action on behalf of the holders of Company Shares pursuant to this Agreement and in connection with the Parent NotesBuyer, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such appoint a successor Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices within five (5) Business Days thereafter. Section 10.8.3 Notice or communications to or from the Shareholder Representative pursuant to this Section 10.8 shall constitute notice to or from each of the holders of Company Shares. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action taken, or declined to be taken, in good faith and in the exercise of reasonable judgmentHolders. (b) Section 10.8.4 A decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) pursuant to this Section 10.8 shall constitute a decision decision, act, consent or instruction of each and all of the holders of Company Shares Holders, and shall be final, binding and conclusive upon each and all of such holdersthe Holders, and the Surviving Corporation and Parent may Buyer shall be entitled to rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder and all of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share Holders, and Buyer shall be placed relieved from any liability to any Person for any acts done by Parent at Closing into an escrow account (the "it in accordance with such decision, act, consent or instruction. The Shareholder Representative Holdback Account") with Park Cities Bankshall have reasonable access to information about the Surviving Corporation and Buyer and the reasonable assistance of the Surviving Corporation’s and Buyer’s officers and employees for purposes of performing his duties and exercising his rights under this Article 10, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by provided that the Shareholder Representative for shall treat confidentially and not disclose any nonpublic information from or about the costs and expensesSurviving Corporation or Buyer to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). Section 10.8.5 The Shareholder Representative shall promptly notify each Holder in the event of any decision, includingact, without limitation, the costs consent or instruction of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative pursuant to this Section 10.8. The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in fulfilling good faith, and any act done or omitted pursuant to the duties advice of counsel shall be conclusive evidence of such position hereundergood faith. Each Holder, jointly and severally, with right of contribution among them, shall indemnify and hold harmless the Shareholder Representative with respect to any claim, loss, damage and liability against such Shareholder Representative, including without limitation those duties set forth in reasonable attorneys’ fees and costs, arising from any decision, act, consent or instruction of such Shareholder Representative pursuant to this Section 7.7 hereof10.8, unless and to the extent that such claim arises from such Shareholder Representative’s gross negligence or willful misconduct. Any funds remaining in No bond shall be required of the Shareholder Representative, and the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)receive no compensation for services as such.

Shareholder Representative. (a) As of The Shareholders hereby appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as the Effective Time, without further act of any holder of Company Shares, the Shareholder Representative shall be appointed as agent representative for and attorney-in-fact for each holder of Company Shares, to give and receive notices and communications and to take any and all action on behalf of the Shareholders (the “Shareholder Representative”) to take all actions necessary or appropriate in the judgment of the Shareholder Representative to all such matters as mutually agreed to by the Shareholders and set forth in an instrument of appointment executed by the Shareholders prior to the Closing. The holders of Company Shares pursuant to this Agreement and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of holders representing a majority of the Company Shares immediately may replace or remove any Person serving as the Shareholder Representative upon not less than ten (10) days’ prior to the Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointedParent. No bond shall be required of the Shareholder Representative. Notices or communications to or from , and the Shareholder Representative shall constitute notice not receive any compensation for its services. If any Person serving as the Shareholder Representative is no longer able or willing to or from each of serve as the Shareholder Representative, a new Shareholder Representative may be chosen by the holders of Company a majority of the Shares. At Closing, Parent shall pay the amount of the Option Exercise Proceeds by wire transfer of immediately available funds to the account designed by the Shareholder Representative. Such amount shall be used by the Shareholder Representative to cover its fees and expenses in connection with its duties as Shareholder Representative. Any amount not so used by the Shareholder Representative prior to the Termination Date shall be contributed to the Indemnity Escrow Fund for pro rata distribution to the Common Holders and Option Holders in connection with the distribution of the Indemnity Escrow Fund. (b) The Shareholder Representative shall not be liable to any Shareholder or other Person for any action act done or omitted in such capacity while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Shareholders shall jointly and severally indemnify the Shareholder Representative and hold him harmless against any loss, liability or expense incurred without bad faith and arising out of or in connection with the acceptance or administration of his duties. In furtherance thereof, the Shareholders each agrees to deposit an amount mutually agreed to by the Shareholders in escrow for use by the Shareholder Representative. The Shareholder Representative may consult with counsel and other experts to advise him with respect to his rights and obligations hereunder and shall be fully protected by any act taken, suffered, permitted, or declined to be taken, omitted in good faith and in accordance with the exercise advice of reasonable judgmentsuch counsel or experts. (bc) A Any decision, act, consent or instruction of the Shareholder Representative (acting in its capacity as the scope of the Shareholder Representative’s authority as provided in the first sentence of Section 9.15(a) shall constitute a decision of all the holders of Company Shares Shareholders and shall be final, binding and conclusive upon each of such holdersevery Shareholder, and the Surviving Corporation Escrow Agent, and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company SharesRepresentative. (cd) $250,000 from The provisions of this Section 9.15 are intended to be for the aggregate Cash Consideration Per Share benefit of and shall be placed enforceable by Parent at Closing into an escrow account (the "any Person serving as Shareholder Representative Holdback Account") with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred by the Shareholder Representative in fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b)Representative.

Shareholder Representative. (a) As The holders of the Effective Timeoutstanding shares of the capital stock of the Company, without further act by virtue of any holder the execution and delivery of Company Sharesthis Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ________ (together with his permitted respective successors, collectively, the “Shareholder Representative shall be appointed Representative”), as their true and lawful agent and attorney-in-fact fact, and the Shareholder Representative, by his execution of this Agreement shall be deemed to have accepted such appointment, to enter into any agreement in connection with the transactions contemplated by this Agreement, to exercise all or any of the powers, authority and discretion conferred on him under any such agreement, to act as proxy for each holder Company Shareholder in connection with any shareholder approvals required in connection with the transactions contemplated by this Agreement, to waive or modify any terms and conditions of Company Sharesany such agreement, to give and receive notices and communications on their behalf, and to take be their exclusive representative with respect to any and all matter, suit, claim, action on behalf of the holders of Company Shares pursuant or proceeding arising with respect to this Agreement and in connection with the Parent Notesany transaction contemplated by any such agreement, including, but not limited towithout limitation, assertingthe assertion, prosecuting prosecution, defense, settlement or settling compromise of any claim against the Surviving Corporation claim, action or Parent proceeding for which any Company Shareholder or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative SOLS may be changed by the consent of holders representing a majority of the Company Shares immediately prior entitled to the Effective Time from time to time upon written notice given to the Surviving Corporation indemnification and the Shareholder RepresentativeRepresentative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. Any vacancy in the position This power of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the outstanding Company Shares immediately prior to the Effective Time to replace any Shareholder Representative so appointed. No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the holders of Company Sharesattorney is coupled with an interest and is irrevocable. The Shareholder Representative shall not be liable to any Shareholder or other Person for any action takentaken or not taken by him in his capacity as Shareholder Representative either (i) with the consent of Shareholders who, as of the date of this Agreement, own a majority in number of the outstanding shares of Company Stock (considered on an as converted basis), or declined to be taken, in good faith and (ii) in the exercise absence of reasonable judgment. (b) A decision, act, consent or instruction of his own willful misconduct. If the Shareholder Representative (acting shall be unable or unwilling to serve in its capacity as such capacity, his successor shall be named by those persons holding a majority of the Shareholder Representative) shall constitute a decision of all the holders shares of Company Shares Common Stock outstanding immediately prior to the Closing Date who shall serve and shall be final, binding and conclusive upon each exercise the powers of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each such holder of Company Shares. (c) $250,000 from the aggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") hereunder. Solely with Park Cities Bank, Dallas, Texas (the "Holdback Escrow Agent"), which amount shall be made available for use by the Shareholder Representative for the costs and expenses, including, without limitation, the costs of the Holdback Escrow Agent and legal fees, incurred respect to any actions taken by the Shareholder Representative in fulfilling the duties of such position hereunderhis capacity as such, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on shall have no liability to SOLS, or any of its affiliates except for claims based upon fraud by the date of the last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to holders of Company Shares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).Shareholder Representative. [SIGNATURES CONTINUED ON NEXT PAGE]