Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. (a) Each of the Company Shareholders hereby appoints ▇▇▇▇▇▇ ▇▇▇▇, his or her agents and attorneys-in-fact, as the Shareholder Representative for and on behalf of the Company Shareholders, to give and receive notices and communications, to authorize delivery or payment to Parent of Escrow Shares or Escrow Cash from the Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent and the Escrow Agent; provided, however, that the Shareholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund amounts agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund amounts No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Company Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a Shareholder Representative, except for gross negligence or willful misconduct on the part of such Shareholder Representative. The Shareholders on whose behalf the Escrow Shares and Escrow Cash were contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost 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 the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative pursuant to this Agreement shall constitute a decision of the Company Shareholders and shall be final, binding and conclusive upon the Company Shareholders; and 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 the Company Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each is required). The Escrow Agent and Parent 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 the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.

Shareholder Representative. (a) Each of the Company Shareholders hereby appoints Alai▇ ▇▇▇▇▇▇ ▇▇▇▇, his or her agents ▇▇ting on behalf of Sudinnova, its agent and attorneysattorney-in-fact, as the Shareholder Representative for and on behalf of the Company Shareholders, to give and receive notices and communications, to authorize delivery or payment to Parent Purchaser of Escrow Shares or Escrow Cash shares of Purchaser Common Stock from the Escrow Fund in satisfaction of claims by ParentPurchaser, 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, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Company Shareholders from time to time -42- 48 upon not less than thirty (30) days prior written notice to Parent and the Escrow AgentPurchaser; provided, however, that the Shareholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund amounts agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund amounts Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Company Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a the Shareholder Representative, except for gross negligence or willful misconduct on Representative while acting in good faith and in the part exercise of such Shareholder Representativereasonable judgment. The Shareholders on whose behalf the Escrow Shares and Escrow Cash were Amount was contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost liability or expense incurred without gross negligence or willful misconduct 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. After all claims for Losses by Parent Purchaser set forth in Claim Officer's Certificates delivered to the Escrow Agent and the Shareholder Representative have has been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to this Agreement Section 8.3 and Section 8.4 hereof, shall constitute a decision of the Company Shareholders and shall be final, binding and conclusive upon the Company Shareholders; and the 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 the Company Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each is required). The Escrow Agent and Parent Purchaser 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 the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.

Shareholder Representative. (a) Each By virtue of their approval of this Agreement, the Target Shareholders will be deemed to have irrevocably constituted and appointed, effective as of the Company Shareholders hereby appoints ▇▇Effective Time, ▇▇▇▇ ▇▇▇▇▇ (the "Shareholder Representative"), his or her agents as their true and attorneyslawful agent and attorney-in-factfact to enter into any agreement in connection with the transactions contemplated by this Agreement or the Indemnity Escrow Agreement, as the Shareholder Representative for and on behalf to exercise all or any of the Company Shareholderspowers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement, to give and receive notices and communications, to authorize delivery to Acquiror of the Indemnity Escrow Holdback or payment to Parent of Escrow Shares or Escrow Cash other property from the Indemnity Escrow Fund in satisfaction of claims by ParentAcquiror, to object to such paymentsdeliveries, 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 all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent and the Escrow Agent; provided, however, that the Shareholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund amounts agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Indemnity Escrow Fund amounts No bond shall be required of the Shareholder Representative, and the from time to time upon not less than ten (10) days' prior written notice to Acquiror. The Shareholder Representative shall not receive no compensation for his services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Target Shareholders. This power of attorney is coupled with an interest and is irrevocable. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a Shareholder Representative, except for gross negligence Representative while acting in good faith and any act done or willful misconduct on omitted pursuant to the part advice of counsel shall be conclusive evidence of such Shareholder Representativegood faith. The Target Shareholders on whose behalf the Escrow Shares and Escrow Cash were contributed to the Escrow Fund shall severally indemnify the Shareholder Representative and hold the Shareholder Representative him harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost liability or expense incurred without gross negligence or willful misconduct bad faith on the part of the such Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's his duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative pursuant to this Agreement shall constitute a decision of the Company Shareholders and shall be final, binding and conclusive upon the Company Shareholders; and 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 the Company Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each is required). The Escrow Agent and Parent 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 the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.

Shareholder Representative. (a) Each of the Company Shareholders hereby appoints The parties agree that ▇▇▇▇▇▇▇ ▇▇▇ and ▇▇, his or her agents and attorneys-in-fact, ▇▇ ▇▇▇▇▇▇▇▇ are hereby appointed as the Shareholder Representative joint representative for and on behalf of the Company Shareholders, to give and receive notices and communications, to authorize delivery or payment to Parent shareholders of Escrow Shares or Escrow Cash from the Escrow Fund in satisfaction of claims by Parent, to object to HeritageBanc (such payments, to agree to, negotiate, enter into settlements and compromises ofPersons, and comply with orders of courts with respect any other Person duly appointed pursuant to this Agreement, serving as such claimsa representative, and the ”Shareholder Representative”) to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this AgreementAgreement upon and after the Closing Date. Such agency may Notwithstanding the initial appointment of two Persons as the Shareholder Representative, there shall be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent and the Escrow Agent; provided, however, no requirement that the Shareholder Representative may not be removed unless holders comprised of a two-thirds interest of the Escrow Fund amounts agree to such removal two Persons, and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund amounts shares of HeritageBanc Common Stock may replace or remove any Person serving as the Shareholder Representative upon not less than ten (10) days’ prior written notice to Old Second. If there are two Persons serving as the Shareholder Representative, the Shareholder Representative may act only with the concurrence of both such Persons and all writings to be signed by the Shareholder Representative must be executed by both such Persons. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not be entitled to receive any compensation for his servicesor her services except as otherwise set forth in this Section 3.6. Notices or of communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Shareholdersshareholders of HeritageBanc. 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 a majority of the shares of HeritageBanc 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 Old Second promptly upon receipt of appropriate documentation of such fees and expenses. (c) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a Shareholder Representativein such capacity while acting in good faith, except for gross negligence and any act done or willful misconduct on omitted pursuant to the part advice of counsel shall be conclusive evidence of such Shareholder Representativegood faith. The Shareholders on whose behalf the Escrow Shares shareholders of HeritageBanc shall jointly and Escrow Cash were contributed to the Escrow Fund shall severally indemnify the Shareholder Representative and hold the Shareholder Representative him or her harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost liability or expense incurred without bad faith, 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 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 omitted in good faith in accordance with the Shareholder Representative's duties hereunderadvice of such counsel or experts. Notwithstanding anything set forth in this subparagraph (c) and in subparagraph (b) above, including the reasonable Old Second shall only be liable for fees and expenses of any one legal counsel retained by the Shareholder Representative. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation herebyone tax expert. (cd) A Any decision, act, consent or instruction of the Shareholder Representative pursuant to this Agreement shall after the Effective Time in the scope of the Shareholder Representative’s authority as provided in the first sentence of Section 3.6(a)shall constitute a decision of the Company Shareholders all shareholders of HeritageBanc and shall be final, binding and conclusive upon the Company Shareholders; every shareholder of HeritageBanc, and Old Second and the Escrow Agent and Parent Surviving Corporation may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent (in each case whether given orally or instruction of the Company Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each is required). The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction writing) of the Shareholder Representative. (de) Subject to Parent's prior claims for indemnification against The adoption of this Agreement and the Escrow Fund, approval of the Merger and the Contemplated Transactions by the shareholders of HeritageBanc 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 shall be entitled pursuant to receive payment for its reasonable this Agreement; and documented expenses therefrom, prior to any payments to (iii) the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy performance of any claim made all duties described in this Agreement by the Shareholder Representative from the Escrow Fund in accordance with on their behalf. (f) The provisions of this Section 7.5 or as 3.6 are intended to whether such claim has been duly authorized in accordance herewith, be for the benefit of and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to be enforceable by the Shareholder Representative upon his written requestand Old Second.

Shareholder Representative. (a) Each In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder of Atlantis, the Company Shareholders hereby appoints ▇▇▇▇▇▇ ▇▇▇▇, his or her agents Principal Shareholder shall be appointed as agent and attorneysattorney-in-factfact (the "Shareholder Representative") for each such shareholder, as the Shareholder Representative for and on behalf of the Company Shareholdersshareholders, to give and receive notices and communications, to authorize delivery or payment to Parent the GoodNoise Stockholders of Escrow Shares or Escrow Cash from the Escrow Fund shares of Atlantis Common Stock in satisfaction of claims by ParentClaims, to object to such paymentsdeliveries, 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 all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by the Company Shareholders shareholders of Atlantis prior to the Effective Time (the "Atlantis Shareholders") from time to time upon not less than thirty (30) days prior written notice to Parent and the Escrow AgentAtlantis; provided, however, that the Shareholder -------- ------- Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund amounts Atlantis Shareholders agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative may be filled by approval of the holders of a majority in interest of the Escrow Fund amounts Atlantis Shareholders. 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 Company Atlantis Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a Shareholder Representative, except for gross negligence or willful misconduct on the part of such Shareholder Representative. The Shareholders on whose behalf the Escrow Shares and Escrow Cash were contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost 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 the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative pursuant to this Agreement shall constitute a decision of the Company Shareholders and shall be final, binding and conclusive upon each of the Company Atlantis Shareholders; , and the Escrow Agent and Parent Atlantis may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of the Company Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each is required). The Escrow Agent and Parent 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 the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.

Shareholder Representative. (a) Each of The Designated Shareholders and the Company Other Shareholders hereby appoints ▇▇▇▇▇▇ ▇▇▇▇, his or her agents shall designate a representative prior to the Closing Date to be constituted and attorneys-in-fact, appointed as the agent ("Shareholder Representative Representative") for and on behalf of the Company Shareholders, Designated Shareholders and Other Shareholders to give and receive notices and communications, to agree to, negotiate, and enter into, on behalf of all Designated Shareholders and Other Shareholders, amendments, consents and waivers under this Agreement (including Section 5.2 hereof) and the Escrow Agreement, to enter into and administer, on behalf of the Designated Shareholders or Other Shareholders, the Escrow Agreement, to authorize delivery or payment to Parent of Escrow Shares the Common Stock or Escrow Cash other property from the Escrow Fund in satisfaction of indemnification claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply in accordance with orders of courts with respect to such claimsthe Escrow Agreement, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent and the Escrow Agentforegoing; provided, however, that the Shareholder Representative may shall not be removed unless holders agree to any amendment that would materially adversely affect the rights of a two-thirds interest any Designated Shareholder or Other Shareholder without the written consent of Indemnitors holding greater than 50% of the Escrow Fund amounts agree to such removal and shares of Common Stock received by all Indemnitors pursuant to the identity Merger, or that adversely affects any Designated Shareholder or Other Shareholder disproportionately from other parties without the consent of the substituted agentsuch Designated Shareholder or Other Shareholders. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative Such agency may be filled changed by the holders of a majority in interest of the Escrow Fund amounts Designated Shareholders and Other Shareholders from time to time upon not less than 10 days' prior written notice to Parent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive no compensation for his services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Designated Shareholders and Other Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder or under the Escrow Agreement as a Shareholder RepresentativeRepresentative while acting in good faith and in the exercise of reasonable judgment, except for gross negligence and any act done or willful misconduct on omitted pursuant to the part written advice of counsel shall be conclusive evidence of such Shareholder Representativegood faith. The Shareholders on whose behalf the Escrow Shares and Escrow Cash were contributed to the Escrow Fund Company shareholders shall severally indemnify the Shareholder Representative and hold the Shareholder Representative him harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost liability or expense incurred without gross negligence or willful misconduct 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 his duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction The Shareholder Representative shall have reasonable access to information about the Company and the reasonable assistance of the Shareholder Representative pursuant to this Agreement shall constitute a decision Company's and Parent's officers and employees for purposes of the Company Shareholders performing its duties and shall be finalexercising its rights hereunder, binding and conclusive upon the Company Shareholders; and 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 the Company Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each is required). The Escrow Agent and Parent 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 the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable treat confidentially and documented expenses therefrom, prior to not disclose any payments to nonpublic information from or about the Company Shareholders. The Escrow Agent shall have no duty or Parent to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as anyone (except on a need to whether know basis to individuals who agree to treat such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written requestinformation confidentially).

Shareholder Representative. (a) Each of the Company Shareholders hereby appoints Sybll ▇. ▇▇▇▇▇▇ ▇▇▇▇, his or her agents is hereby appointed as the agent and attorneys-in-fact, attorney in fact of the Company Indemnifying Parties as the Shareholder Representative for and on behalf of the Company Shareholders, Indemnifying Parties to give and receive notices and communications, to authorize delivery or payment to Parent of Escrow Shares or Escrow Cash from the Escrow Fund in satisfaction of claims by Parent, 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, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Company Shareholders Indemnifying Parties from time to time upon not less than thirty ten (3010) days prior written notice to Parent and the Escrow AgentParent; provided, however, that the Shareholder Representative may not be removed unless holders of a twomajority-thirds in-interest of the Escrow Fund amounts agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any A vacancy in the position of Shareholder Representative may be filled by the holders of a majority in majority-in-interest of the Escrow Fund amounts Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Company ShareholdersIndemnifying Parties. (b) The Shareholder Representative shall not be paid any fee for services to be rendered hereunder. All reasonable fees and expenses incurred by the Shareholder Representative in performing her duties hereunder or under the Escrow Agreement shall be borne severally by the Company Indemnifying Parties, based on their Pro Rata Portion; provided, however, that, to the extent practical, the Shareholder Representative shall deduct such fees and expenses from the amounts otherwise distributable to the Company Indemnifying Parties under this Agreement. In particular and without limitation, the Shareholder Representative shall hold back the sum of seventy-five thousand Dollars ($75,000) from amounts otherwise distributable to the Company Indemnifying Parties under this Agreement (the “Holdback Amount”), which may be used to pay transaction and other administrative expenses, in addition to other fees and expenses incurred in her performance of her duties and responsibilities hereunder. At such time that the Shareholder Representative believes, in her sole discretion, that all or any portion of the Holdback Amount is no longer required for the above uses, the Shareholder Representative shall distribute such portion of the Holdback Amount to the Company Indemnifying Parties based on their Pro Rata Portion. (c) The Shareholder Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Shareholder Representative. Each of the Company Indemnifying Parties agrees that the Shareholder Representative shall have the full power, authority and right to perform, do and take any and all actions it deems necessary or advisable to carry out the purposes of this Agreement. In particular, but not by way of limitation, the Shareholder Representative has the power to (i) make and carry out decisions under this Agreement on behalf of each Shareholder and to sign documents and make filings on behalf of each Company Indemnifying Parties as if such Company Indemnifying Parties had itself signed or filed such document, (ii) retain attorneys, accountants and other professional service providers to assist and advise it with respect to its duties hereunder, (iii) give and receive any notices and settle any disputes under this Agreement, (iv) agree to, negotiate and enter into settlements and compromises, demand dispute resolution, and comply with orders of courts and awards of arbitrators with respect to this Agreement, and (v) give consents and instructions or contest any claims with respect to this Agreement. (d) The Shareholder Representative shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished to it by any Company Shareholder, Company Optionholder, Parent, Sub, or any other evidence deemed by the Shareholder Representative to be reliable. The Shareholder Representative shall be fully justified in failing or refusing to take any action under this Agreement unless it shall have received such advice or concurrence of the Company Indemnifying Parties as it deems appropriate or unless it shall have been expressly indemnified to its satisfaction by the Shareholders severally based on their Pro Rata Portion against any and all liability and expense that it may incur by reason of taking or continuing to take any such action. (e) The Shareholder Representative shall not be liable for any act done error of judgment, or any action taken or omitted hereunder as a Shareholder Representativeto be taken hereunder, except for in the case of its bad faith, gross negligence or willful misconduct on the part misconduct, as determined by a court of such Shareholder Representativecompetent jurisdiction. The Shareholders Shareholder Representative shall be entitled to consult with counsel of its choosing and shall be fully protected in any act taken, suffered or permitted by it in good faith in accordance with the advice of counsel. The Company Indemnifying Parties on whose behalf the Escrow Shares and Escrow Cash were Amount was contributed to the Escrow Fund Fund, severally based on their Pro Rata Portion, shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost Liability or expense incurred without gross negligence negligence, 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 ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder RepresentativeRepresentative (“Shareholder Representative Expense”). After Following the termination of the Escrow Period and the resolution of all pending claims made by the Indemnified Parties for Losses by Parent set forth in Claim Certificates delivered Losses, the Shareholder Representative shall have the right to recover the Shareholder Representative Expenses from any remaining portion of the Escrow Fund prior to any distribution to the Company Indemnifying Parties and prior to any such distribution, shall deliver to the Escrow Agent and a certificate setting forth the Shareholder Representative have been satisfiedExpenses actually incurred. Upon receipt of such certificate, or reserved againstthe Escrow Agent shall pay such Shareholder Representative Expenses to the Shareholder Representative. Parent agrees to consent in writing to the distribution, to the extent permitted herein, if so requested by the Escrow Agent. Notwithstanding the foregoing, the Shareholder Representative, with ’s right to recover Shareholder Representative Expenses shall not prejudice Parent’s right to recover the consent full amount of the majority in interest in the Escrow Fund, may indemnifiable Losses that Parent is entitled to recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation herebyFund. (cf) A decision, act, consent or instruction of the Shareholder Representative Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to this Agreement Section 9.3 and Section 9.4 hereof, shall constitute a decision of the Company Shareholders Indemnifying Parties and shall be final, binding and conclusive upon the Company ShareholdersIndemnifying Parties; and 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 the Company Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each is required)Indemnifying Parties. The Escrow Agent and Parent are hereby relieved from any liability Liability to any person Person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.

Shareholder Representative. (a) Each of the Company Shareholders hereby appoints Bori▇ ▇▇▇▇▇▇ ▇▇▇▇, his or her agents ▇▇s agent and attorneysattorney-in-fact, as the Shareholder Representative for and on behalf of the Company Shareholders, to give and receive notices and communications, to authorize delivery or payment to Parent of Escrow Shares or Escrow Cash shares of Parent Common Stock and/or cash from the Escrow Fund in satisfaction of claims by Parent, 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, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent and the Escrow Agent; provided, however, that the Shareholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund amounts agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund amounts Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Company Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a the Shareholder Representative, except for gross negligence or willful misconduct on Representative while acting in good faith and in the part exercise of such Shareholder Representativereasonable judgment. The Shareholders on whose behalf the Escrow Shares and Escrow Cash were Amount was contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost liability or expense incurred without gross negligence or willful misconduct 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. After all claims for Losses by Parent set forth in Claim Officer's Certificates delivered to the Escrow Agent and the Shareholder Representative have has been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative pursuant to this Agreement shall constitute a decision of the Company Shareholders and shall be final, binding and conclusive upon the Company Shareholders; and 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 the Company Shareholders. In addition, the Shareholder Representative Representative, with the written concurrence of Messrs. Hill and Dancu, may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 Sections 8.1 and 8.4 hereof (provided that the express written agreement of each is required)8.2 hereof. The Escrow Agent and Parent 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 the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.

Shareholder Representative. (a) Each In the event that the Merger is approved, effective upon such vote, and without further act of the Company Shareholders hereby appoints ▇▇any shareholder of FloridaCo, ▇▇▇▇ ▇▇▇▇, his or her agents ▇ shall be appointed as agent and attorneysattorney-in-factfact (the "Shareholder Representative") for each such shareholder, as the Shareholder Representative for and on behalf of the Company Shareholdersshareholders, to give and receive notices and communications, to authorize delivery or payment to Parent the DelawareCo Stockholders of Escrow Shares or Escrow Cash from the Escrow Fund shares of FloridaCo Common Stock in satisfaction of claims by ParentClaims, to object to such paymentsdeliveries, 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 all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by the Company Shareholders shareholders of FloridaCo prior to the Effective Time (the "FloridaCo Shareholders") from time to time upon not less than thirty (30) days prior written notice to Parent and the Escrow AgentFloridaCo; provided, however, that the Shareholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund amounts FloridaCo Shareholders agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative may be filled by approval of the holders of a majority in interest of the Escrow Fund amounts FloridaCo Shareholders. 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 Company FloridaCo Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a Shareholder Representative, except for gross negligence or willful misconduct on the part of such Shareholder Representative. The Shareholders on whose behalf the Escrow Shares and Escrow Cash were contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost 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 the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative pursuant to this Agreement shall constitute a decision of the Company Shareholders and shall be final, binding and conclusive upon each of the Company FloridaCo Shareholders; , and the Escrow Agent and Parent FloridaCo may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of the Company Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each is required). The Escrow Agent and Parent 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 the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.

Shareholder Representative. 12.1. Effective as of, and automatically by virtue of, the Closing, there shall be (aand hereby is) Each appointed a representative of the Company VCB Shareholders hereby appoints ▇▇▇▇▇▇ ▇▇▇▇(the "Shareholder Representative"). The Shareholder Representative and a successor thereto in the event of the death, disability or resignation of the initial Shareholder Representative, shall be designated and retained by VCB prior to Closing. The Shareholder Representative need not be a VCB Shareholder, but shall be a licensed attorney or certified arbitrator, mediator or dispute resolution facilitator. 12.2. With one and only one exception, following the Closing, the Shareholder Representative shall have complete power and authority on behalf and as agent of all VCB Shareholders to make such decisions and take such actions as the Shareholder Representative may deem prudent, necessary or advisable from time to time with respect to matters arising under or related to the Representation Escrow Funds and the Representation Escrow Agreement. By way of example only, the Shareholder Representative shall have the right on behalf of all VCB shareholders to compromise any General Claim. The one exception to the foregoing is that, absent a shareholder's specific written consent to the contrary, the Shareholder Representative shall have no power or authority to commit any VCB Shareholder to any contract, payment, contribution, expense or liability beyond such shareholder's then-current interest in the Representation Escrow Funds. 12.3. In connection with his or her agents role pursuant to Section 12.2, the Shareholder Representative (and attorneysany successor thereto) shall have liability to the VCB Shareholders only for his or her gross negligence or intentional misconduct. For the avoidance of doubt, each Representative is hereby exonerated and released from and against any liability for his ordinary negligence. The Shareholder Representative (and any successor thereto) shall be reimbursed and indemnified from the Representation Escrow Funds, subordinate to BOKF's interests therein with respect to all claims, liabilities and including, without limitation, legal fees and expenses incurred in connection with his or her role as Shareholder Representative for actions and omissions not in violation of the foregoing standard. The Shareholder Representative shall receive an hourly fee for his or her services at a rate not to exceed $300 per hour. To the extent the aggregate amount of General Losses approved by the Shareholder Representative in the compromise of any General Claim exceeds $500,000, the fees of the Shareholder Representative shall be paid from the Representation Escrow Fund prior to any payment on any General Claim approved by the Shareholder Representative. In the event the aggregate amount of the General Losses approved by the Shareholder Representative in the compromise of any General Claim does not exceed $500,000, the fees of the Shareholder Representative shall be paid by BOKF. By virtue of the Closing, each VCB Shareholder hereby appoints the Shareholder Representative as his/her/its attorney-in-fact, to execute and deliver on the shareholder's behalf such documents as the Shareholder Representative for and on behalf of the Company Shareholders, may deem expedient to give and receive notices and communications, to authorize delivery fulfill his or payment to Parent of Escrow Shares or Escrow Cash from the Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of her duties under this AgreementSection. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent appointment is coupled with an interest and the Escrow Agent; provided, however, that the Shareholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund amounts agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund amounts No bond therefore shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Company Shareholdersirrevocable. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a Shareholder Representative, except for gross negligence or willful misconduct on the part of such Shareholder Representative. The Shareholders on whose behalf the Escrow Shares and Escrow Cash were contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost 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 the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative pursuant to this Agreement shall constitute a decision of the Company Shareholders and shall be final, binding and conclusive upon the Company Shareholders; and 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 the Company Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each is required). The Escrow Agent and Parent 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 the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.

Shareholder Representative. (a) Each of the Company Shareholders, Optionholders and Redemption Shareholders hereby appoints ▇▇▇(the "Represented Parties") shall have agreed to appoint ▇▇▇ ▇▇▇▇, his or her agents ▇▇▇▇▇ as its agent and attorneysattorney-in-fact, as the Shareholder Representative for and on behalf of the Company Shareholders, Represented Parties to give and receive notices and communications, to authorize delivery or payment to Parent of Escrow Shares or Escrow Cash any Indemnified Party from the Parent Escrow Fund in satisfaction of claims by Parentany 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 Parent Escrow Fund and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. EXECUTION VERSION Such agency may be changed by the Company Shareholders Represented Parties from time to time upon not less than thirty (30) 30 days prior written notice to Parent and the Escrow AgentParent; provided, however, that the Shareholder Representative may not be removed unless holders of Represented Parties with at least a two-thirds (2/3rds) interest of the Parent Escrow Fund amounts agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any A vacancy in the position of Shareholder Representative may be filled by the holders Represented Parties of at least a majority in interest of the Parent Escrow Fund amounts Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for his its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Company ShareholdersRepresented Parties as it sent or received from all Represented Parties. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a Shareholder Representative, except for gross negligence or willful misconduct on Representative while acting in good faith and in the part exercise of such Shareholder Representativereasonable judgment. The Shareholders Represented Parties on whose behalf the Parent Escrow Shares and Escrow Cash were Amount was contributed to the Parent Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost liability or expense incurred without gross negligence or willful misconduct 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. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative pursuant to this Agreement shall constitute a decision of the Company Shareholders Represented Parties and shall be final, binding and conclusive upon the Company ShareholdersRepresented Parties; and 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 the Company Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each is required)Represented Parties. The Escrow Agent and Parent 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 the Shareholder Representative. (dc) Subject The Company Escrow Fund shall be available solely to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative for purposes of funding any fees and expenses incurred in connection with defending any indemnification claim under this Article VIII or the Shareholder Representative's fulfillment of any of its obligations as Shareholder Representative under this Agreement or any Related Agreement. The Shareholder Representative may choose the Company Escrow Agent in his sole discretion. The Company Escrow Agreement shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made executed by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Company Escrow Agent and shall incur no liability to any Person be in complying with any disbursement made to such form as the Shareholder Representative determines in its sole discretion. The Company Escrow Fund shall be drawn upon his written requestin the sole discretion of the Shareholder Representative for the purposes set forth in the first sentence of this Section 8.6(c). Any amounts remaining in the Company Escrow Fund at the end of the Escrow Period shall be distributed in the same manner and upon the same timing as any remaining funds would be distributed from the Parent Escrow Fund following the Escrow Period.

Shareholder Representative. (a) Each of In the event that the Merger is approved by the Company Shareholders hereby appoints ▇▇▇▇▇▇ ▇▇▇▇Shareholders, his or her agents effective upon such approval, and attorneyswithout further act of any Escrow Contributor, the Shareholder Representative shall be appointed as the agent and attorney-in-fact, as the Shareholder Representative fact for and on behalf of the Company ShareholdersEscrow Contributors, to give and receive notices and communications, to authorize delivery or payment to Parent of Escrow Shares or Escrow Cash from the Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Company Shareholders Escrow Contributors from time to time upon not less than thirty (30) days prior written notice to Parent and the Escrow Agent; provided. In the absence of any other affirmative indication by the Escrow Contributors, however, “Shareholder Representative” shall mean the collective group of individuals (excluding ▇▇▇▇▇▇▇ ▇▇▇▇▇) that formed the Shareholder Representative may not be removed unless holders Company’s Board of a two-thirds interest Directors immediately prior to the Effective Time (or their successors appointed or elected in the same manner as would apply if the Organizational Documents of the Escrow Fund amounts agree to such removal and Company existing immediately prior to the identity Closing were still in effect as of the substituted agenttime of the appointment or election), acting as a committee and making decisions by majority vote but acting for all purposes hereunder through a named sole contact person. Upon any change in the Shareholder Representativecontact person, such successor the Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund amounts No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Company ShareholdersEscrow Contributors. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a Shareholder Representative, except for gross negligence or willful misconduct on the part of such Shareholder Representative. The Shareholders on whose behalf the Escrow Shares and Escrow Cash were contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost 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 the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative pursuant to this Agreement shall constitute a decision of the Company Shareholders and shall be final, binding and conclusive upon the Company Shareholders; and 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 the Company Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each is required). The Escrow Agent and Parent 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 the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.

Shareholder Representative. (a) Each By virtue of the Company approval of the Transaction and this Agreement by the Shareholders hereby appoints ▇▇▇▇▇▇ ▇▇▇▇and the Participating Optionholders, his or her agents each of the Shareholders and attorneysParticipating Optionholders shall be deemed to have agreed to irrevocably appoint Summerhill Venture Partners Inc. and its agent as its agent and attorney-in-fact, as the Shareholder Representative for and on behalf of the Company ShareholdersShareholders and Participating Optionholders, to receive and distribute payments, to give and receive notices and communications, to enter into any agreement for and on behalf of the Shareholders and Participating Optionholders contemplated under this Agreement, to authorize delivery or payment to any Parent of Indemnified Party from the Special Escrow Shares Fund or Escrow Cash from the Escrow Fund in satisfaction of claims by Parentany Parent Indemnified Party, to object to such payments, to make any claims for indemnification for Losses on behalf of any Shareholder or Participating Optionholder, 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 claim by any Parent Indemnified Party against any Shareholder or Participating Optionholder, by any such Shareholder or Participating Optionholder against any Parent Indemnified Party, or by any Shareholder or Participating Optionholder against Parent, or any dispute between any Parent Indemnified Party and any Shareholder or Participating Optionholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Company Shareholders or Participating Optionholders from time to time upon not less than thirty (30) 30 days prior written notice to Parent and the Escrow AgentParent; provided, however, that the Shareholder Representative may not be removed unless holders of Shareholders and Participating Optionholders who together hold a two-thirds interest of the Escrow Fund amounts agree to such removal and to the identity of the substituted agent. Upon any change in Notwithstanding the Shareholder Representativeforegoing, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund amounts Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for his its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Company Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a Shareholder Representative, except for gross negligence or willful misconduct on the part of such Shareholder Representative. The Shareholders on whose behalf the Escrow Shares and Escrow Cash were contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost 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 the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative Representative, including an amendment, extension or waiver of this Agreement pursuant to this Agreement Section 9.3 and Section 9.4 hereof, shall constitute a decision of the Company Shareholders and Participating Optionholders and shall be final, binding and conclusive upon the Company Shareholders; Shareholders and the Escrow Agent Participating Optionholders, and Parent and Sub may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of the Company ShareholdersShareholders and Participating Optionholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver Each of this Agreement pursuant to SECTIONS 8.3 Parent and 8.4 hereof (provided that the express written agreement of each Sub is required). The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them it in accordance with such decision, act, consent or instruction of the Shareholder Representative. (dc) Subject to Parent's prior claims for indemnification against The Shareholder Representative may rely and act upon any statement, report or opinion prepared by or any advice received from the Escrow Fundauditors, counsel or other professional advisors of the Shareholder Representative or the Company. Absent fraud, gross negligence or wilful misconduct, the Shareholder Representative shall not be entitled responsible or held liable for any loss or damage resulting from so relying or from acting in accordance with this Agreement as the Shareholder Representative. Each Shareholder and Participating Optionholder agrees (i) to receive payment jointly and severally indemnify and hold harmless the Shareholder Representative and its officers, directors and security holders from and against any and all losses, claims, damages, costs, expenses (including, without limitation, legal fees and expenses on a full indemnity basis) and liabilities (collectively, such losses, claims, damages, costs, expenses and liabilities being the “Indemnified Liabilities”) to which Shareholder Representative may become subject, insofar as such Indemnified Liabilities (or actions, suits, or proceedings, including any inquiry or investigation or claim, in respect thereof) arise out of, in any way relate to, or result from its acting as Shareholder Representative hereunder and (ii) to reimburse the Shareholder Representative and its officers, directors and security holders upon demand for all legal or other expenses, if any, incurred in connection with its reasonable acting as Shareholder Representative, other than in the case of fraud, gross negligence or wilful misconduct, provided that the Shareholders Representative has acted in compliance with this Agreement. (d) Each Shareholder and documented expenses therefromParticipating Optionholder hereby unconditionally and irrevocably directs the Parent to deposit its Pro Rata Portion, prior as indicated on the Spreadsheet, of the Expense Account in a trust account with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Professional Corporation to any payments to be held in trust for the Company Shareholdersbenefit of the Shareholders and the Participating Optionholders. The Escrow Agent Expense Amount shall have no duty to verify the legitimacy of any claim made be used by the Shareholder Representative from in its discretion to fund expenses incurred by Shareholder Representative on behalf of the Escrow Fund Shareholders and Participating Optionholders in accordance with the terms of this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, Agreement and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written requestAgreement.

Shareholder Representative. (a) Each of the Company Shareholders The Shareholder Representative is hereby appoints ▇▇▇▇▇▇ ▇▇▇▇, his or her agents appointed as agent and attorneysattorney-in-fact, as the Shareholder Representative for and on behalf of each holder of Company Capital Stock, Company Options and Company Warrants (collectively, the Company Shareholders“Holders”), to give and receive notices and communications, to authorize delivery or payment to Parent of Escrow Shares or Escrow Cash Purchaser from the Escrow Fund in satisfaction of claims any Loss (as herein defined) suffered or incurred by Parenta Purchaser Indemnified Party (as herein defined) pursuant to Section 9.02, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, claims and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency A decision, act or consent of, or instruction from the Shareholder Representative shall constitute a decision of the Holders, and shall be final, binding and conclusive upon the Holders; and Purchaser and the Escrow Agent may rely upon any such decision, act or consent of, or instruction from, the Shareholder Representative as being the decision, act or consent of, or instruction from, the Holders. The Escrow Agent, Purchaser and the Surviving Corporation are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act or consent of, or instruction from, the Shareholder Representative. The Shareholder Representative may be changed by the Company Shareholders Holders from time to time upon not less than thirty ten (3010) days days’ prior written notice to Parent and the Escrow AgentAgent and Purchaser; provided, however, provided that the a Shareholder Representative may not be removed unless holders Holders of a two-thirds majority in interest of the Escrow Fund amounts agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund amounts No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Company Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a Shareholder Representative, except for gross negligence or willful misconduct on the part of such Shareholder Representative. The Shareholders on whose behalf under the Escrow Shares and Escrow Cash were contributed to Agreement as Shareholder Representative absent bad faith or gross negligence. In all questions arising hereunder or under the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost 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 the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative pursuant to this Agreement shall constitute a decision of the Company Shareholders and shall be final, binding and conclusive upon the Company Shareholders; and 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 the Company Shareholders. In additionAgreement, the Shareholder Representative may agree rely on the advice of counsel, and will not be liable to the amendmentHolders or any other person or party for anything done, extension omitted or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each is required). The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them suffered in accordance with such decision, act, consent or instruction of the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made good faith by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether based on such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.advice. The Holders by

Shareholder Representative. (a) Each In the event that the Merger is approved by the Shareholders, effective upon such approval, and without any further act of the Company Shareholders hereby appoints ▇▇▇▇▇▇ ▇▇▇▇any Shareholder, his or her agents and attorneys-in-fact, as the Shareholder Representative shall be appointed as for and on behalf of the Company Merger Shareholders, to give and receive notices and communications, to authorize delivery or payment to any Indemnified Party of shares of Parent of Escrow Shares or Escrow Cash Common Stock from the Escrow Fund in satisfaction of claims by Parentany 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, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Company Merger Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent and the Escrow AgentParent; provided, however, that the Shareholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund amounts agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund amounts Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company Merger Shareholders. (b) . The Shareholder Representative shall not be liable for any act done or omitted hereunder as a the Shareholder Representative, except for gross negligence or willful misconduct on Representative while acting in good faith and in the part exercise of such Shareholder Representativereasonable judgment. The Merger Shareholders on whose behalf the Escrow Shares and Escrow Cash were Amount was contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost liability or expense incurred without gross negligence or willful misconduct 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. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative with respect to the matters contemplated by this Section 7 hereof and, pursuant to this Agreement Section 8.3 and Section 8.4 hereof, shall constitute a decision of the Company Merger Shareholders and shall be final, binding and conclusive upon the Company Merger Shareholders; and 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 the Company Merger Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each is required). The Escrow Agent and Parent 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 the Shareholder Representative. (d) . Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Merger Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.

Shareholder Representative. (a) Each of Concurrently with approving this Agreement and the Company Merger, the Shareholders hereby appoints ▇▇shall appoint ▇▇▇▇ ▇▇▇▇, his or her agents ▇▇▇-▇▇▇▇▇ as their agent and attorneysattorney-in-in- fact, as the Shareholder Representative shareholder representative for and on behalf of the Company ShareholdersShareholders (the "Shareholder Representative"), to give and receive notices and -------------------------- communications, to authorize delivery or payment to Parent of Escrow Shares or Escrow Cash from the Escrow Fund in satisfaction of claims by Parent, to object to such paymentsretention, 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 all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty ten (3010) days prior written notice to Parent and the Escrow AgentParent; provided, however, that the Shareholder Representative may not be removed unless holders of a two-thirds majority interest of the Escrow Fund amounts agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor The Shareholder Representative shall promptly provide may resign at any time upon written notice to Parent and the Escrow Agent with a signature specimenShareholders. Any vacancy in the position of Shareholder Representative may be filled by the holders of a simple majority in interest of the Escrow Fund amounts Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Company Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a the Shareholder Representative, except for gross negligence or willful misconduct on Representative while acting in good faith and in the part exercise of such Shareholder Representativereasonable judgment. The Shareholders on whose behalf the Escrow Shares and Escrow Cash were Amount is contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost liability or expense incurred without gross negligence or willful misconduct 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. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to this Agreement Section 8.3 and Section 8.4 hereof, shall constitute a decision of the Company Shareholders and shall be final, binding and conclusive upon the Company Shareholders; and 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 the Company Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each The Parent is required). The Escrow Agent and Parent 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 the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.

Shareholder Representative. (a) Each By virtue of approval of this Agreement and the Merger by the Company's Board of Directors and the Company Shareholders hereby appoints ▇Shareholders, and effective upon such approval, and without further act of any Company Shareholder, ▇▇▇▇▇ ▇▇▇▇, his or her agents ▇ shall be appointed as agent and attorneysattorney-in-factfact (the "Shareholder Representative") for each Company Shareholder, as the Shareholder Representative for and on behalf of the Company Shareholders, to give and receive notices and communications, to authorize delivery or payment to Parent of Escrow Shares or Escrow Cash shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such paymentsdeliveries, 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 all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by foregoing. The Shareholder Representative shall have the terms of this Agreement. Such right to resign and such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent and the Escrow AgentParent; provided, however, that the -------- ------- Shareholder Representative may not be removed unless holders of a two-thirds majority in interest of in the Escrow Fund amounts agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative may be filled by approval of the holders of a majority in interest of in the Escrow Fund amounts Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his servicesor her services from the Parent or the Company. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company ShareholdersShareholder. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a Shareholder Representative, except for gross negligence or willful misconduct on Representative while acting in good faith and in the part exercise of such Shareholder Representativereasonable judgment. The Company Shareholders on whose behalf the Escrow Shares and Escrow Cash were Amount was contributed to the Escrow Fund shall severally indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost liability or expense incurred without gross negligence or willful misconduct 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. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative pursuant to this Agreement shall constitute a decision of the all Company Shareholders for whom a portion of the Escrow Amount otherwise issuable to them is deposited in the Escrow Fund and shall be final, binding and conclusive upon the each of such Company Shareholders; , and 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 the each and every such Company Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each is required)Shareholder. The Escrow Agent and Parent 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 the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.

Shareholder Representative. (a) Each By virtue of the Company Shareholders hereby appoints ▇▇delivery of a Letter of Transmittal, each Shareholder shall be deemed to have agreed to appoint V▇▇▇▇ ▇▇▇▇, his or her agents ▇ as its agent and attorneysattorney-in-fact, as the Shareholder Representative for and on behalf of the Company Shareholders to act as the Shareholders, ’ representative and agent for all purposes under this Agreement including without limitation to give and receive notices and communications, to authorize delivery or payment to Parent of Escrow Shares or Escrow Cash from the Escrow Fund Buyer in satisfaction of claims by ParentBuyer, to object to such payments, to agree toto 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 such claimsto, any other claim by Buyer and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) 30 days prior written notice to Parent and the Escrow AgentBuyer; provided, however, that the Shareholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund amounts Purchased Shares agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any A vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund amounts Preferred Shares. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for his or its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Company Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a Shareholder Representative, except for gross negligence or willful misconduct on Representative while acting in good faith and in the part exercise of such Shareholder Representativereasonable judgment. The Shareholders on whose behalf the Escrow Shares and Escrow Cash were contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost liability or expense incurred without gross negligence or willful misconduct 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 ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative pursuant to this Agreement shall constitute a decision of the Company Shareholders and shall be final, binding and conclusive upon the Company Shareholders; and the 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 the Company Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each Buyer is required). The Escrow Agent and Parent 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 the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.

Shareholder Representative. (ai) Each In the event that the Merger is approved, effective upon such vote, and without further act of the any Company Shareholders hereby appoints Shareholder, ▇▇▇▇▇▇▇ ▇▇▇▇, his or her agents ▇▇ shall be appointed as agent and attorneysattorney-in-factfact (the "Shareholder Representative") -------------------------- for each Company Shareholder, as the Shareholder Representative for and on behalf of shareholders of the Company ShareholdersCompany, to give and receive notices and communications, to authorize delivery or payment to Parent of Escrow Shares or Escrow Cash payments from the Escrow Fund in satisfaction of claims by Parent, to object to such paymentsdeliveries, 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 all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) 30 days prior written notice to Parent and the Escrow AgentParent; provided, however, provided that the Shareholder -------- Representative may not be removed unless holders of a twomajority-thirds in-interest of the Escrow Fund amounts Company Shareholders agree to such removal and to the identity of the substituted agent. Upon any change in the Shareholder Representative, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund amounts No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive compensation for his servicesservices as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company ShareholdersShareholders or their permitted transferees. (bii) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a Shareholder Representative, except for gross negligence or willful misconduct on Representative while acting in good faith and in the part exercise of such Shareholder Representativereasonable judgment. The Company Shareholders on whose behalf the Escrow Shares and Escrow Cash were contributed to the Escrow Fund shall severally indemnify the Shareholder Representative and hold the Shareholder Representative him or her harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost liability or expense incurred without gross negligence or willful misconduct 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. After all claims for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and the Shareholder Representative have been satisfied, or reserved against, the Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover from the Escrow Fund at the end of the Escrow Period payments not yet paid for any expenses incurred in connection with the Shareholder Representative's representation hereby. (c) A decision, act, consent or instruction of the Shareholder Representative pursuant to this Agreement shall constitute a decision of the Company Shareholders and shall be final, binding and conclusive upon the Company Shareholders; and 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 the Company Shareholders. In addition, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 and 8.4 hereof (provided that the express written agreement of each is required). The Escrow Agent and Parent 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 the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.

Shareholder Representative. (a) Each By virtue of the Company approval of the Merger and this Agreement by the Shareholders, each of the Shareholders hereby appoints ▇▇▇▇▇▇ ▇▇▇▇shall be deemed to have agreed to appoint Shasta Ventures II, his or her agents L.P. as its agent and attorneysattorney-in-fact, as the Shareholder Representative for and on behalf of the Company Shareholders, Shareholders to give and receive notices and communications, to agree to the adjustment (if any) of the Aggregate Consideration Amount pursuant to the terms of the Article VIII, to authorize delivery or payment to Parent of Escrow Shares or Escrow Cash deductions from the Escrow Fund and a proportionate forfeiture of the Founder’s Holdback Shares pursuant to the Stock Consideration Agreements, in satisfaction of claims by Parentany Indemnified Party, to object to such 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 all other actions that are either (i1) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing foregoing, or (ii2) specifically mandated by the terms of this Agreement. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent and the Escrow AgentParent; provided, however, that the Shareholder Representative may not be removed unless holders of a two-thirds interest of the Total Escrow Fund amounts Amount agree to such removal and to the identity of the substituted agent. Upon any change in Notwithstanding the Shareholder Representativeforegoing, such successor Shareholder Representative shall promptly provide the Escrow Agent with a signature specimen. Any vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Total Escrow Fund amounts Amount. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for his its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Company Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as a Shareholder Representative, except for gross negligence or willful misconduct on Representative while acting in good faith and in the part exercise of such Shareholder Representativereasonable judgment. The Shareholders on whose behalf the Escrow Shares and Escrow Cash were contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability, damage, penalty, claim, settlement, judgment, cost liability or expense incurred without gross negligence or willful misconduct 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 ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder RepresentativeRepresentative (“Shareholder Representative Expenses”). After Following the resolution of all Unresolved Claims and the satisfaction of all claims made by Indemnified Parties for Losses by Parent set forth in Claim Certificates delivered to the Escrow Agent and Losses, the Shareholder Representative shall have been satisfied, or reserved against, the right to recover Shareholder Representative, with the consent of the majority in interest in the Escrow Fund, may recover Representative Expenses from the Escrow Fund at (and the end Founders agree to pay the Shareholder Representative their Pro Rata Portion of such amount) prior to any distribution to the Shareholders, and prior to any such distribution, shall deliver to Parent and the Escrow Period payments not yet paid for any expenses incurred in connection with Agent a certificate setting forth the Shareholder Representative's representation hereby. (c) Representative Expenses actually incurred and the amount in cash to be distributed as satisfaction of such expenses. The Escrow Agent shall be entitled to rely upon such certificate and shall have no duty to investigate or confirm its accuracy. A decision, act, consent or instruction of the Shareholder Representative Representative, including an amendment, extension or waiver of this Agreement pursuant to this Agreement Section 9.4 and Section 9.5 hereof, shall constitute a decision of the Company Shareholders and shall be final, binding and conclusive upon the Company Shareholders; and 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 the Company Shareholders. In additionParent, the Shareholder Representative may agree to the amendment, extension or waiver of this Agreement pursuant to SECTIONS 8.3 Sub and 8.4 hereof (provided that the express written agreement of each Payment Agent is required). The Escrow Agent and Parent 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 the Shareholder Representative. (d) Subject to Parent's prior claims for indemnification against the Escrow Fund, the Shareholder Representative shall be entitled to receive payment for its reasonable and documented expenses therefrom, prior to any payments to the Company Shareholders. The Escrow Agent shall have no duty to verify the legitimacy of any claim made by the Shareholder Representative from the Escrow Fund in accordance with this Section 7.5 or as to whether such claim has been duly authorized in accordance herewith, and the Escrow Agent shall incur no liability to any Person in complying with any disbursement made to the Shareholder Representative upon his written request.