Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. (a) By virtue of the approval of the Merger and this Agreement by the requisite vote of the Shareholders, each of the Shareholders shall be deemed to have agreed to appoint Magnum Communications Fund L.P. as its agent and attorney-in-fact, as the Shareholder Representative for and on behalf of the Shareholders (i) to give and receive notices and communications, to authorize payment to any Indemnified Party directly against the Shareholders in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, 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 or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (A) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (B) specifically mandated by the terms of this Agreement. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Shareholder Representative may not be removed unless Shareholders holding a majority of Company Shares agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative ("SHAREHOLDER REPRESENTATIVE EXPENSES"). A decision, act, consent or instruction of the Shareholder Representative, including but not limited to an amendment, extension or waiver of this Agreement, shall constitute a decision of the Shareholders and shall be final, binding and conclusive upon the Shareholders; and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of the Shareholders. Parent is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Shareholder Representative.

Shareholder Representative. (a) By virtue of the approval of the Merger and this Agreement by the requisite vote of the Shareholders, each of the Shareholders shall be deemed to have agreed to appoint Magnum Communications Fund L.P. The Shareholder Representative is hereby appointed as its agent and attorney-in-fact, as the Shareholder Representative for and on behalf of the Shareholders (i) each Indemnifying Party, to give and receive notices and communicationscommunications related to claims for Losses, to authorize payment to any the order of an Indemnified Party directly against from the Shareholders Escrow Fund in satisfaction of claims by any an Indemnified Party, to object to and defend against such paymentsclaims, 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 negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, 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 or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (Ai) necessary or appropriate in the judgment of the Shareholder Representative Representatives for the accomplishment of the foregoing or (Bii) specifically mandated by the terms of this Agreement; provided, however, that the Shareholder Representative shall have no authority to bind any Indemnifying Party to any liability that is not satisfied solely from the Escrow Fund other than liabilities pursuant to section 6.2(a)(v). Such agency may be changed by the Shareholders Indemnifying Parties from time to time upon not less than thirty (30) days prior written notice to Parentthe Surviving Corporation; provided, however, that the Shareholder Representative may not be removed unless Shareholders holding holders of a majority of Company Shares majority-in-interest in the Escrow Fund agree to such removal; provided that if such removal and results in there being no Shareholder Representative, then the removal shall not be effective until the Shareholders shall have appointed a substituted agent. A Shareholder Representative may resign at any time upon thirty (30) days advance notice to Holdings, the Escrow Agent. A vacancy in the position of Shareholder Representative at any time prior to the identity Survival Date shall be filled promptly by holders of a majority-in-interest in the substituted agentEscrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its his services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the ShareholdersIndemnifying Parties. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative representatives of the Indemnifying Parties while acting in good faith even though such act or omission constitutes negligence on the part of such Shareholder Representative. The Shareholder Representative may engage attorneys, accountants and other professionals and experts. The Shareholder Representative may in good faith rely conclusively on information, reports, statements, opinions, including financial statements, about the Company, the Surviving Company or another Person, that were prepared or presented by (i) one or more officers or employees of the Company or Surviving Corporation, or (ii) legal counsel, public accountants, investment bankers or other Persons as to matters the Shareholder Representative believes in good faith are within the Person’s knowledge, professional or expert competence. Any action taken by the Shareholder Representative based on such reliance shall be deemed conclusively to have been taken in good faith and in full satisfaction of the exercise duties of reasonable judgmentsuch Shareholder Representative’s duties. The Shareholders Indemnifying Parties on whose behalf the Escrow Amount was contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's ’s duties hereunder, including the Shareholder Representative’s obligations to the Escrow Agent hereunder and the reasonable fees and expenses of any legal counsel retained by the Shareholder Representatives. The Shareholder Representative ("has only the duties expressly stated in this Agreement and the Escrow Agreement, and shall have no other duty, express or implied. The Shareholder Representative is not a fiduciary of the Indemnifying Parties. The Shareholder Representative has no responsibility or liability for any representation, warranty or covenant of the Company, the Surviving Company, Holdings or Sub except in his capacity as an Indemnifying Party. THE INDEMNIFYING PARTIES AND THE SHAREHOLDER REPRESENTATIVE EXPENSES"INTEND THAT THE SHAREHOLDER REPRESENTATIVE SHALL BE INDEMNIFIED AND HELD HARMLESS BY THE INDEMNIFYING PARTIES FROM AND AGAINST ANY LIABILITY FOR HIS OWN NEGLIGENCE PURSUANT TO THIS SECTION 6.3(b). . (c) A decision, act, consent or instruction of from the Shareholder Representative, including but not limited to an amendment, extension or waiver of this AgreementAgreement pursuant to Section 7.3 and Section 7.4 hereof, shall constitute a decision of the Shareholders Indemnifying Parties and shall be final, binding and conclusive upon the Shareholders; Indemnifying Parties, and Parent the Escrow Agent and the Indemnified Party may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of the ShareholdersIndemnifying Parties. Parent is The Escrow Agent and Indemnified Party are hereby relieved from any liability to any person for any acts done by it them in accordance with such decision, act, consent or instruction of the Shareholder Representative. (d) The Shareholder Representative shall have reasonable access to information about the Surviving Company and the reasonable assistance of the Surviving Company’s officers and employees for the purpose of performing its duties and exercising its rights hereunder, provided that the Shareholder Representative shall treat confidentially and not disclose any nonpublic information from or about the Surviving Company to anyone (except on a need to know basis to counsel, witness and experts necessary to perform their duties hereunder who agree to treat such information confidentially). (e) According to the terms of the Escrow Agreement, the Shareholder Representative shall be entitled to withhold from interest earned on the Escrow Fund and from amounts to be distributed from the Escrow Fund to the Indemnifying Parties a portion of the Escrow Fund that is equal to the reasonable estimated expenses to be incurred by the Shareholder Representative as specified in a Certificate to be delivered to the Escrow Agent.

Shareholder Representative. (a) By virtue Each of the approval of the Merger and this Agreement by the requisite vote of the Shareholders, each of the Shareholders shall be deemed to have agreed to appoint Magnum Communications Fund L.P. Indemnifying Securityholders hereby appoints EK Holdings as its agent and attorney-in-fact, as the Shareholder Representative (the "Shareholder Representative") for and on behalf of the Shareholders (i) Indemnifying Securityholders to give and receive notices and communications, to authorize payment to any Indemnified Party directly against Parent from the Shareholders Escrow Fund in satisfaction of claims by any Indemnified PartyParent, 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 negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, 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 or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (Ai) necessary or appropriate in the judgment of either of the Shareholder Representative for the accomplishment of the foregoing or (Bii) specifically mandated by the terms of this Agreement. ▇▇▇▇▇ ▇▇▇▇▇▇, Chief Executive Officer of EK Holdings, shall be the only person authorized to take any of the foregoing actions for EK Holdings, in its capacity as Shareholder Representative hereunder. Such agency may be changed by the Shareholders Indemnifying Securityholders, as the case may be, from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Shareholder Representative may not be removed unless Shareholders holding holders of a majority two-thirds interest of Company Shares the Escrow Fund (or, in the event there are no amounts remaining in the Escrow Fund, by any four (4) of the six (6) Principal Shareholders) agree to such removal and to the identity of the substituted agent. No bond shall be required Notwithstanding the foregoing, upon the occurrence of the Shareholder Representative, and the any Shareholder Representative shall not receive Substitution Event, then, without any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith further action on the part of EK Holdings, any Indemnifying Shareholder, the Company, Parent or the Escrow Agent, EK Holdings shall automatically be removed as the Shareholder Representative hereunder 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 ▇▇▇▇ ▇▇▇▇▇▇ shall automatically be substituted as the Shareholder Representative ("SHAREHOLDER REPRESENTATIVE EXPENSES")hereunder. A decision, act, consent or instruction EK Holdings shall give Parent and ▇▇▇▇ ▇▇▇▇▇▇ prompt written notice of the Shareholder Representative, including but not limited to an amendment, extension or waiver of this Agreement, shall constitute a decision of the Shareholders and shall be final, binding and conclusive upon the Shareholders; and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of the Shareholders. Parent is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Shareholder Representative.occurrence

Shareholder Representative. (a) By virtue of the approval of the Merger and this Agreement by the requisite vote of the Shareholders, each of the Shareholders shall be deemed to have agreed to appoint Magnum Communications Fund L.P. D▇▇▇▇ ▇▇▇▇▇▇▇ as its agent and attorney-in-fact, as the Shareholder Representative for and on behalf of the Shareholders (i) to give and receive notices and communications, to agree to the adjustment (if any) of the Aggregate Common Stock Consideration Amount pursuant to the terms of Section 1.6(d) hereof, to authorize payment to any Indemnified Party directly against deductions from the Shareholders Total Holdback Amount in satisfaction of claims by any 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 negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, 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 or 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, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (Ai) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (Bii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Shareholder Representative may not be removed unless Shareholders holding holders of a majority two-thirds interest of Company Shares the Total Holdback Amount agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Total Holdback Amount. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's ’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative ("SHAREHOLDER REPRESENTATIVE EXPENSES"“Shareholder Representative Expenses”). Following the Holdback Distribution Date, the resolution of all Unresolved Claims and the satisfaction of all claims made by Indemnified Parties for Losses, the Shareholder Representative shall have the right to recover Shareholder Representative Expenses from the Total Holdback Amount prior to any distribution to the Shareholders, and prior to any such distribution, shall deliver to Parent a certificate setting forth the Shareholder Representative Expenses actually incurred and amount in cash to be distributed as satisfaction of such expenses. A decision, act, consent or instruction of the Shareholder Representative, including but not limited to an amendment, extension or waiver of this AgreementAgreement pursuant to Section 8.3 and Section 8.5 hereof, shall constitute a decision of the Shareholders and shall be final, binding and conclusive upon the Shareholders; and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of the Shareholders. The Parent is are hereby relieved from any liability to any person for any acts done by it them in accordance with such decision, act, consent or instruction of the Shareholder Representative. (c) Notwithstanding anything in this Agreement to the contrary, the Shareholder Representative shall have no authority to act on behalf of any Shareholder in connection with any claim by an Indemnified Party seeking recovery for any Losses outside of the Total Holdback Amount.

Shareholder Representative. (a) By virtue of In the approval of the Merger and event that this Agreement is adopted by the requisite vote of the Company Shareholders, each effective upon such vote, and without any further action of the Shareholders any Indemnifying Party, ▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be deemed to have agreed to appoint Magnum Communications Fund L.P. appointed as its the Indemnifying Parties’ agent and attorney-in-fact, fact as the Shareholder Representative for and on behalf of the Shareholders (i) to give and receive notices and communications, to authorize payment to any Indemnified Party directly against Parent from the Shareholders Escrow Fund in satisfaction of claims by any Indemnified PartyParent, 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 negotiate, investigate and resolve all matters relating act as proxy for the Indemnifying Parties with respect to ARTICLE VIII and ARTICLE IX hereof, any shareholder vote or consent with respect to assert, negotiate, enter into settlements and compromises ofthe Parent Common Stock held in the Escrow Fund, 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 or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (Ai) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (Bii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Shareholders Indemnifying Parties from time to time upon not less than thirty fifteen (3015) days prior written notice to Parent; provided, however, that the Shareholder Representative may not be removed unless Shareholders holding holders of at least a majority of Company Shares the interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the ShareholdersIndemnifying Parties. The Indemnifying Parties shall, based on their Pro Rata Portions of the Escrow Fund, be responsible for the payment of all fees and expenses reasonably incurred by the Shareholder Representative in performing its duties under this Agreement, and the Shareholder Representative shall have the right to have any such fees and expenses reimbursed from the Escrow Fund prior to any distribution to the Indemnified Parties of any amounts in the Escrow Fund, to the extent available. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith faith, and in any act done or omitted to be done pursuant to the exercise advice of reasonable judgmentlegal counsel shall be conclusive evidence of such good faith. The Shareholders Indemnifying Parties on whose behalf the Escrow Amount was contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or 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 Representative Representative. ("SHAREHOLDER REPRESENTATIVE EXPENSES"). c) A decision, act, consent or instruction of the Shareholder Representative, including but not limited to an amendment, extension or waiver of this Agreement, Representative shall constitute a decision of the Shareholders Indemnifying Parties and shall be final, binding and conclusive upon the 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 ShareholdersIndemnifying Parties. The Escrow Agent and Parent is are hereby relieved from any liability to any person Person for any acts done by it them in accordance with such decision, act, consent or instruction of the Shareholder Representative.

Shareholder Representative. (a) By virtue of the approval of the Merger and this Agreement by the requisite vote of the Shareholders, each of the Shareholders shall be deemed to have agreed to appoint Magnum Communications Fund L.P. The Shareholder Representative is hereby appointed as its agent and attorney-in-fact, as the Shareholder Representative for and on behalf of each holder of Company Capital Stock, Company Options and Company Warrants (collectively, the Shareholders (i) “Holders”), to give and receive notices and communications, to authorize payment to any Indemnified Party directly against Purchaser from the Shareholders Escrow Fund in satisfaction of claims any Loss (as herein defined) suffered or incurred by any a Purchaser Indemnified PartyParty (as herein defined) pursuant to Section 9.02, 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 negotiate, investigate claims and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, 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 or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (Ai) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (Bii) 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 Shareholders Holders from time to time upon not less than thirty ten (3010) days days’ prior written notice to Parentthe Escrow Agent and Purchaser; provided, however, provided that the a Shareholder Representative may not be removed unless Shareholders holding Holders of a majority in interest of Company Shares the Escrow Fund agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder or under the Escrow Agreement as Shareholder Representative while acting absent bad faith or gross negligence. In all questions arising hereunder or under the Escrow Agreement, the Shareholder Representative may rely on the advice of counsel, and will not be liable to the Holders or any other person or party for anything done, omitted or suffered in good faith and in the exercise of reasonable judgment. The Shareholders shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative ("SHAREHOLDER REPRESENTATIVE EXPENSES")based on such advice. A decision, act, consent or instruction of the Shareholder Representative, including but not limited to an amendment, extension or waiver of this Agreement, shall constitute a decision of the Shareholders and shall be final, binding and conclusive upon the Shareholders; and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of the Shareholders. Parent is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Shareholder Representative.The Holders by

Shareholder Representative. (a) By virtue of the approval of the Merger and this Agreement by the requisite vote of the Shareholders, each Each of the Shareholders shall be deemed to have agreed to appoint Magnum Communications Fund L.P. hereby appoints ▇▇▇▇▇▇ Bank, not individually but as Trustee of and on behalf of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust, as its agent and attorney-in-fact, as the "Shareholder Representative Representative" for and on behalf of the Shareholders (i) to give and receive notices and communications, to authorize payment to any Indemnified Party directly against from the Shareholders Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, 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 or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (Ai) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (Bii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) 30 days prior written notice to Parent; provided, however, that the Shareholder Representative may not be removed unless Shareholders holding holders of a majority in interest of Company Shares the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability liability, or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative ("SHAREHOLDER REPRESENTATIVE EXPENSESShareholder Representative Expenses"). A decision, act, consent consent, or instruction of the Shareholder Representative, including but not limited to an amendment, extension amendment or waiver of this AgreementAgreement pursuant to Section 9.12 hereof, shall constitute a decision of the Shareholders and shall be final, binding and conclusive upon the 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 consent, or instruction of the Shareholders. The Escrow Agent and Parent is are hereby relieved from any liability to any person for any acts done by it them in accordance with such decision, act, consent or instruction of the Shareholder Representative.

Shareholder Representative. (a) By virtue Subject to the terms and conditions of this Section 11.20, the Company hereby designates PaxVax SH Representative LLC as the Shareholder Representative to serve, and Parent and Merger Sub hereby acknowledge that the Shareholder Representative shall serve, as the sole representative of the approval Shareholder, from and after the date hereof with respect to the matters set forth in this Agreement and the Ancillary Agreements, such service to be without compensation except for the reimbursement of out-of-pocket expenses specifically provided herein. The Shareholder Representative has accepted such designation as of the Merger and date hereof. Notwithstanding anything to the contrary contained in this Agreement by or the requisite vote Escrow Agreement, the Shareholder Representative shall have no duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties or Liabilities on behalf of the ShareholdersShareholder shall otherwise exist against the Shareholder Representative. (b) The Shareholder Representative has been irrevocably appointed as the agent, each of the Shareholders shall be deemed to have agreed to appoint Magnum Communications Fund L.P. as its agent proxy and attorney-in-fact, as fact for the Shareholder Representative for all purposes of this Agreement, has the full power and authority to act on behalf of the Shareholders Shareholder’s behalf, including: (i) to give take all actions or refrain from taking any actions which the Shareholder Representative considers necessary or desirable in connection with the defense, pursuit or settlement of any determinations relating to the payment of the Escrow Amount, and receive notices and communicationsany claims in connection with this Agreement [***] or any Ancillary Agreement, including to authorize payment to any Indemnified Party directly against the Shareholders in satisfaction of claims by any Indemnified Party▇▇▇, to object to such payments, to agree todefend, negotiate, enter into settlements settle and compromises ofcompromise any such claims made by or against, and demand arbitration other disputes with, Parent and comply with orders of courts and awards of arbitrators with respect to such claims, to negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, 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 or any dispute between any Indemnified Party and any such Shareholder, in each case relating Merger Sub pursuant to this Agreement or any of the Ancillary Agreements or transactions contemplated herebyhereby or thereby, (ii) to agree to, negotiate, execute and distribute deliver all amendments, waivers, Ancillary Agreements, certificates and documents that the Earnout Warrants Shareholder Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive funds, make payments of funds and deliver give receipts of funds, (iv) to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as it shall deem necessary or prudent in connection with the Earnout Warrants administration of the foregoing, (v) to take all actions *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Shareholders omitted portions. contemplated by this Section 11.20, (vi) to accept and receive notices to the Shareholder pursuant to this Agreement and (vi) to take or refrain from taking all other actions and exercise all other rights which the Shareholder Representative (in its sole discretion) considers necessary or appropriate in connection with this Agreement or the any other Ancillary Agreement (including entering into any amendments that the Shareholder Representative deems desirable without the consent of the Shareholder). The Shareholder, by accepting any portion of the Final Merger Consideration Amount and Additional Merger Consideration Amount, agreed that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Shareholder Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of the Shareholder. All decisions and acts by the Shareholder Representative are binding upon the Shareholder, and the Shareholder does not have the right to object, dissent, protest or otherwise contest the same. The terms and conditions of this Agreement are hereby made, and are hereby acknowledged to be, dependent on the determinations and actions that are contemplated or permitted to be made by the Shareholder Representative pursuant to such appointment, and all rights of the Shareholder shall be qualified by and dependent upon such determinations and actions, irrespective of whether the Shareholder Representative is acting as provided therein, an agent or power of attorney of the Shareholder. (c) The Shareholder Representative is authorized to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewithShareholder, and (iii) the other parties hereto shall be entitled to take rely on any and all action taken by the Shareholder Representative without any liability to, or obligation to inquire of, the Shareholder. Each of the other actions that are either (A) necessary or appropriate in parties hereto is expressly authorized to rely on the judgment genuineness of the signature of the Shareholder Representative and, upon receipt of any writing which reasonably appears to have been signed by the Shareholder Representative, the other parties hereto may act upon the same without any further duty of inquiry as to the genuineness of the writing. For clarity, following Parent’s payment in full to the Shareholder Representative of any amount required to be paid by Parent pursuant to this Agreement, Parent and its Non-Recourse Parties shall have no liability to the Shareholder or any of the Shareholder’s Non-Recourse Parties for such amount, including for the accomplishment Shareholder Representative’s failure to distribute such amounts in any manner, including in accordance with separate agreements with the Shareholder and the Shareholder’s Non-Recourse Parties. (d) Neither the Shareholder Representative, nor any agent employed by it, nor Parent or any of its Non-Recourse Parties, shall be liable to the Shareholder relating to the performance of the foregoing Shareholder Representative’s duties under this Agreement for any errors in judgment, negligence, oversight, breach of duty or (B) specifically mandated otherwise by the terms Shareholder Representative, except the Shareholder Representative may be liable to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Shareholder Representative constituted willful misconduct. The Shareholder Representative shall be indemnified and held harmless by the Shareholder against all Losses paid or incurred in connection with any action, suit, proceeding or claim to which the Shareholder Representative is made a party by reason of the fact that it was acting as the Shareholder Representative pursuant to this Agreement. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Shareholder Representative may shall not be removed unless Shareholders holding entitled to indemnification hereunder to the extent it is finally determined in a majority court of Company Shares agree competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Shareholder Representative constituted willful misconduct. The Shareholder Representative shall be protected in acting upon any notice, statement or certificate believed by him to such removal be genuine and to have been furnished by the identity appropriate Person and in acting or refusing to act in good faith or any matter. (e) At least three (3) Business Days prior to the Closing Date, the Shareholder Representative shall provide written notice to Parent of the substituted agentamount of cash (the “Shareholder Representative Expense Amount”) that will be retained from the Base Closing Cash Amount by the Shareholder Representative to pay (at the Shareholder Representative’s sole discretion), (i) any fees, costs and expenses incurred by the Shareholder Representative related to the negotiation, preparation, execution or delivery of this Agreement or any of the other Ancillary Agreements, or the consummation of the transactions contemplated by this Agreement or any of the other Ancillary Agreements (to the extent not paid at the Closing) and (ii) any fees, expenses, costs, losses or damages it incurs in performing its duties and obligations under this Agreement, including fees, costs and expenses incurred pursuant to the procedures and provisions set forth in Section 2.9, and legal, accounting and consultant fees, expenses and costs for reviewing, analyzing, defending, pursuing, or prosecuting any claim or process arising under or pursuant to this Agreement or any of the other Ancillary Agreements, including amounts owed to the Neutral Firm pursuant to Section Section 2.9.(c). No bond The Shareholder Representative shall be required permitted to pay amounts (including to itself) out of the Shareholder Representative Expense Account from time to time in order to perform its duties on behalf of the Shareholder hereunder. The Shareholder Representative may, in its sole and absolute discretion, invest and reinvest all or any portion of the Shareholder Representative Expense Amount (including any interest earned thereon) in any manner the Shareholder Representative so determines or, at the sole option of the Shareholder Representative, and the Shareholder Representative shall it may elect not receive to invest or reinvest all or any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part portion of the Shareholder Representative and arising out of or Expense Amount (including any interest earned thereon). The Shareholder Representative will retain the amounts 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 ("SHAREHOLDER REPRESENTATIVE EXPENSES")Expense Account for so long as it shall determine in its reasonable discretion. A decision, act, consent or instruction of After the Shareholder Representative, including but not limited Representative determines in its sole discretion that the Shareholder Representative no longer needs to an amendment, extension or waiver of this Agreement, shall constitute a decision of the Shareholders and shall be final, binding and conclusive upon the Shareholders; and Parent may rely upon retain any such decision, act, consent or instruction portion of the Shareholder Representative as being Amount, the decision, act, consent or instruction of the Shareholders. Parent is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction balance of the Shareholder RepresentativeRepresentative Expense Amount, if any, will be distributed to the Shareholder.

Shareholder Representative. (a) By virtue The Company (and pursuant to the terms of the approval of the Merger and this Agreement by the requisite vote of the ShareholdersCompany Shareholder Approval, each of the Shareholders shall be deemed Company Shareholders) irrevocably appoints the Shareholder Representative to have agreed to appoint Magnum Communications Fund L.P. act as its agent representative, agent, proxy and attorney-in-factfact for the Company Shareholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Shareholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company Shareholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Shareholder Representative for and on behalf of deems necessary in connection with exercising the Shareholders (i) to give and receive notices and communications, to authorize payment to any Indemnified Party directly against the Shareholders in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, 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 or any dispute between any Indemnified Party and any such Shareholderpowers granted hereunder and, in each case relating to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all absence of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (A) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (B) specifically mandated by the terms of this Agreement. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Shareholder Representative may not be removed unless Shareholders holding a majority of Company Shares agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Shareholder Representative and arising out of has incurred or reasonably expects to incur in connection with the acceptance or administration of Company Shareholders’ obligations under this Agreement, the Shareholder Representative's duties hereunderMerger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the reasonable fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company Shareholders and the Company. The Company Shareholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any legal counsel retained by the Shareholder Representative ("SHAREHOLDER REPRESENTATIVE EXPENSES"). A decision, act, consent notice, instruction or instruction of the Shareholder Representative, including but not limited to an amendment, extension or waiver of this Agreement, shall constitute a decision of the Shareholders and shall be final, binding and conclusive upon the Shareholders; and Parent may rely upon any such decision, act, consent or instruction communication of the Shareholder Representative as being provided in this Section 9.1 as the decision, act, consent or instruction acts of the Shareholders. Parent is hereby relieved from Company Shareholders and will not be liable in any liability to any person manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts done or omissions or communications or writings given or executed by it in accordance with such decision, act, consent or instruction of the Shareholder Representative. (b) The Company Shareholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Shareholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company Shareholder. All decisions and actions by the Shareholder Representative will be binding upon the Company Shareholders, and no Company Shareholder will have the right to object, dissent, protest or otherwise contest the same. The Shareholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company Shareholders will jointly and severally indemnify and hold harmless the Shareholder Representative against all liabilities incurred by the Shareholder Representative in connection with the performance of his, her or its duties as the Shareholder Representative, including, without limitation, any action, suit or proceeding to which the Shareholder Representative is made a party by reason of the fact that the Shareholder Representative is or was acting as the Shareholder Representative under this Agreement. Neither the Shareholder Representative nor any agent employed by the Shareholder Representative will incur any Liability to any Company Shareholder relating to the performance of Shareholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Shareholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Shareholder Representative by any Company Shareholder if the Shareholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 9.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Shareholder, and any references in this Agreement to a Company Shareholder means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Shareholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company Shareholders, then a majority in interest of the Company Shareholders (based on the ownership of the capital stock of the Company immediately prior to the Effective Time) shall appoint a successor agent for the Company Shareholders. The Person serving as the Shareholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Shareholders (based on the ownership of the capital stock of the Company immediately prior to the Effective Time). In either case, the successor Shareholder Representative shall promptly notify Parent of the identity of such successor Shareholder Representative. Any such successor shall become the “Shareholder Representative” for purposes of this Agreement and the Escrow Agreement. (e) All expenses incurred by the Shareholder Representative in connection with the performance of his, her or its duties as Shareholder Representative shall be borne and paid exclusively by the Company Shareholders, pursuant to their respective ownership of Company Common Stock immediately prior to the Effective Time, and may, to the extent available, be deducted from the Escrow Funds once eligible for release to the Company Shareholders.