Common use of Stockholder Representative; Power of Attorney Clause in Contracts

Stockholder Representative; Power of Attorney. (i) In the event that the First Merger is approved, effective upon such vote, and without further act of any stockholder, Xx. Xxxxx Xxxxxx shall be appointed as agent and attorney-in-fact (the “Stockholder Representative”) for each Pathlore Stockholder (except such stockholders, if any, as shall have exercised their dissenters’ rights under the DGCL), for and on behalf of the Pathlore Stockholders, to do and perform every act and thing required or permitted to be done by any Pathlore Stockholder in connection with Article VII of this Agreement and the matters contemplated thereby, including to give and receive notices and communications, to authorize delivery to SumTotal of cash and stock from the Escrow Fund in satisfaction of claims by SumTotal, to object to such deliveries, to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as deemed necessary or prudent, 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 actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing. Such agency may be changed by the Pathlore Stockholders from time to time upon not less than thirty (30) days prior written notice to SumTotal; provided that the Stockholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive compensation for his or her services. The out-of-pocket fees and expenses incurred by the Stockholder Representative in connection with the performance of his duties and obligations hereunder shall be paid first from the Expense Reimbursement Amount in accordance with Section 1.7(e). Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Pathlore Stockholders. The Stockholder Representative shall notify each of the Pathlore Stockholders, at the address set forth on the Spreadsheet (or such other address delivered in writing to the Stockholder Representative), of any claim made by an Indemnified Party hereunder pursuant to Section 7.3(d).

Stockholder Representative; Power of Attorney. (ia) In the event that the First Merger is approvedapproved by the Stockholders, effective upon such vote, and without further act of any stockholderIndemnifying Party, Xx. Xxxxx Xxxxxx shall be Xxxxxxx Xxxx is appointed as agent and attorney-in-fact (the “Stockholder Representative”) for each Pathlore Stockholder (except such stockholders, if any, as shall have exercised their dissenters’ rights under the DGCL), Representative for and on behalf of the Pathlore StockholdersIndemnifying Parties, to do and perform every act and thing required or permitted to be done by any Pathlore Stockholder in connection with Article VII of this Agreement and the matters contemplated thereby, including to give and receive notices (including services of process) and communications, to authorize delivery to SumTotal the Indemnified Parties of cash and stock from the Indemnity Escrow Fund or the Stockholder Claim Escrow Fund in satisfaction of claims by SumTotalIndemnified Parties, to object to such deliveries, to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as deemed necessary or prudent, to agree to, negotiate, negotiate and enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to to, such claims, to execute and deliver the Escrow Agreement, the Bonus Plan Escrow Agreement and the Stockholder Claim Escrow Agreement (together with such additions, deletions, modifications or changes as the Stockholder Representative shall approve, his execution thereof to be conclusive evidence of his approval and the authorization of the Escrow Agreement, the Bonus Plan Escrow Agreement and the Stockholder Claim Escrow Agreement hereby), amend, modify or waive any of the provisions of this Agreement, the Escrow Agreement, the Bonus Plan Escrow Agreement and the Stockholder Claim Escrow Agreement or any other agreement contemplated hereby for the benefit of the Indemnifying Parties (in accordance with the amendment modification and waiver provisions of such agreements), in any manner in which the Stockholder Representative believes to be in the best interests of the Indemnifying Parties, to assert, bring, prosecute, maintain, settle, compromise, arbitrate or otherwise resolve on behalf of the Stockholders any claim for indemnification by any Stockholder Indemnified Party pursuant to Article VII or any other claim, arbitration, dispute, action, suit, or other proceeding in connection with this Agreement or the Escrow Agreement, the Bonus Plan Escrow Agreement and the Stockholder Claim Escrow Agreement to take all actions required by this Agreement to distribute any Adjustment Amount Decrease, and to take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing. Such agency may be changed by the Pathlore Stockholders from time to time upon not less than thirty (30) days prior written notice to SumTotal; provided that the Stockholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive compensation for his or her services. The out-of-pocket fees and expenses incurred by the Stockholder Representative in connection with the performance of his duties and obligations hereunder shall be paid first from the Expense Reimbursement Amount in accordance with Section 1.7(e). Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Pathlore Stockholders. The Stockholder Representative shall notify each of the Pathlore Stockholders, at the address set forth on the Spreadsheet (or such other address delivered in writing to the Stockholder Representative), of any claim made by an Indemnified Party hereunder pursuant to Section 7.3(d).

Stockholder Representative; Power of Attorney. (ia) STOCKHOLDER REPRESENTATIVE. In the event that the First Merger is approvedapproved by the Stockholders, effective upon such vote, and without further act of any stockholderStockholder, Xx. Xxxxx Xxxxxx X. Xxxxxxx shall be appointed as agent and attorney-in-fact (the “Stockholder Representative”"STOCKHOLDER REPRESENTATIVE") for each Pathlore Stockholder (except such stockholdersStockholder, if any, as shall have exercised their dissenters’ rights under the DGCL), for and on behalf of the Pathlore Stockholders, to do and perform every act and thing required or permitted to be done by any Pathlore Stockholder in connection with Article VII of this Agreement and the matters contemplated thereby, including to give and receive notices and communications, to authorize delivery to SumTotal Parent of cash and stock shares of Parent Stock from the an Escrow Fund in satisfaction of claims by SumTotalParent, to object to such deliveries, to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as deemed necessary or prudent, 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 actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing. Such agency may be changed by the Pathlore Stockholders from time to time upon not less than thirty (30) days prior written notice to SumTotalParent; provided PROVIDED, HOWEVER, that the Stockholder Representative may not be removed unless holders of a two-thirds interest of the in all shares held in both Escrow Fund Funds agree to such removal and to the identity of the substituted agentStockholder Representative. Any vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest of the all shares held in both Escrow FundFunds. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive compensation for his or her services. The out-of-pocket fees and expenses incurred by the Stockholder Representative in connection with the performance of his duties and obligations hereunder shall be paid first from the Expense Reimbursement Amount in accordance with Section 1.7(e). Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Pathlore Stockholders. The Stockholder Representative shall notify each of the Pathlore Stockholders, at the address set forth on the Spreadsheet (or such other address delivered in writing to the Stockholder Representative), of any claim made by an Indemnified Party hereunder pursuant to Section 7.3(d).

Stockholder Representative; Power of Attorney. (a) By virtue of (i) In the event that execution of this Agreement by the First Merger is approvedPrincipal Stockholders, effective upon such vote(ii) the execution of the Option Cancellation Agreement by each Optionholder and (iii) the effectiveness of the Short-Form Merger, each of the Stockholders and without further act of any stockholder, Xx. Xxxxx Xxxxxx Optionholders shall be appointed deemed to have agreed to appoint Accel-KKR Company, LLC as its agent and attorney-in-fact (the “Stockholder Representative”) for each Pathlore Stockholder (except such stockholders, if anyfact, as shall have exercised their dissenters’ rights under the DGCL), Stockholder Representative for and on behalf of the Pathlore Stockholders, to do Stockholders and perform every act and thing required or permitted to be done by any Pathlore Stockholder in connection with Article VII of this Agreement and the matters contemplated thereby, including Optionholders to give and receive notices and communications, to authorize delivery payment to SumTotal of cash and stock any Parent Indemnified Party from the Escrow Fund and directly against the Principal Stockholders in satisfaction of claims by SumTotalany Parent Indemnified Party (including, without limitation, in accordance with Section 8.6(a)), to object to such deliveries, to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as deemed necessary or prudentpayments, 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 Parent Indemnified Party against any Principal Stockholder or by any such Principal Stockholder against any Parent Indemnified Party or any dispute between any Parent Indemnified Party and any such Principal Stockholder, 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 sole judgment of the Stockholder Representative for the accomplishment of the foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. Each Stockholder hereby acknowledges such agency and the arrangements contemplated in this Article VIII. Such agency may be changed by the Pathlore Stockholders from time to time upon not less than thirty (30) 30 days prior written notice to SumTotalParent; provided provided, however, that the Stockholder Representative may not be removed unless (i) during the Escrow Period (and any extension thereof) holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent and (ii) following the Escrow Period (and any extension thereof), each of the Principal Stockholders agrees to such removal and to the identity of the substituted agent. Any Notwithstanding the foregoing, a vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for his or her its services. The out-of-pocket fees and expenses incurred by the Stockholder Representative in connection with the performance of his duties and obligations hereunder shall be paid first from the Expense Reimbursement Amount in accordance with Section 1.7(e). Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Pathlore Principal Stockholders. The Stockholder Representative shall notify each of the Pathlore Stockholders, at the address set forth on the Spreadsheet (or such other address delivered in writing to the Stockholder Representative), of any claim made by an Indemnified Party hereunder pursuant to Section 7.3(d).

Stockholder Representative; Power of Attorney. (ia) In By virtue of the event that execution and delivery of a Joinder and Waiver Agreement, and the adoption of this Agreement and approval of the First Merger is approved, effective upon such voteby the Company Stockholders, and without any further act action of any stockholderof the Company Stockholders or the Company, Xx. Xxxxx Xxxxxx each of the Company Stockholders shall be appointed deemed to have agreed to appoint the Stockholder Representative as agent their sole and exclusive agent, representative and attorney-in-fact for such Company Stockholder and all Company Stockholders collectively for all purposes related to this Agreement (including, without limitation, with respect to any matter, suit, claim, action or proceeding arising with respect to the “Stockholder Representative”) for each Pathlore Stockholder (except such stockholdersMerger or any Transaction contemplated by this Agreement, if anyto receive and distribute payments, as shall have exercised their dissenters’ rights under the DGCL), for and service of process upon or on behalf of the Pathlore StockholdersCompany Stockholders or any of them, to do delivery and perform every act and thing required receipt of all notices on behalf of the Company Stockholders or permitted to be done by any Pathlore Stockholder in connection with Article VII of this Agreement and the matters contemplated thereby, including to give and receive notices and communicationsthem, to authorize delivery payment to SumTotal any Indemnified Party from any portion of cash the Aggregate Consideration and stock from the Escrow Fund otherwise in satisfaction of indemnification claims by SumTotalany Indemnified Party pursuant to this Article VI, to object to such deliveries, to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as deemed necessary or prudentpayments, 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, any indemnification claim hereunder or any dispute between any Indemnified Party and any Indemnifying Party, in each case relating to such claimsthis Agreement, the Related Agreements or the Transactions, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing. Such agency may be changed foregoing or (ii) specifically mandated by the Pathlore terms of this Agreement and/or the Related Agreements), and the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to SumTotal; provided that the Stockholder Representative or any of them may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of act only through the Stockholder Representative, and the Stockholder Representative shall not receive compensation for his or her services. The out-of-pocket fees and expenses incurred by the Stockholder Representative Other than in connection with the performance of his duties and obligations hereunder shall be paid first from the Expense Reimbursement Amount in accordance with Section 1.7(e). Notices any claim pursued by an Indemnified Party directly against an Indemnifying Party, notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Pathlore StockholdersIndemnifying Parties. The Notwithstanding the foregoing, the Stockholder Representative shall notify each have no obligation to act on behalf of the Pathlore StockholdersIndemnifying Parties, at the address set forth on the Spreadsheet (or such other address delivered in writing to except as expressly provided herein, and for purposes of clarity, there are no obligations of the Stockholder Representative)Representative in any ancillary agreement, of any claim made by an Indemnified Party hereunder pursuant to Section 7.3(d)schedule, exhibit or the Company Disclosure Schedule.

Stockholder Representative; Power of Attorney. (i) In Each of the event that the First Merger is approvedparties hereto agrees that, effective upon such vote, the execution of this Agreement and without further act of any stockholderIndemnifying Party, Xx. Xxxxx and for valuable consideration (being the mutual obligations assumed by the parties under this Agreement), Xxxxxxx Xxxxxx shall be irrevocably (subject to any change of such agency upon prior written consent of a Majority-in-Interest as provided below) appointed as agent and attorney-in-fact for each Company Stockholder (the “Stockholder Representative”) for each Pathlore Stockholder (except such stockholders, if any, as shall have exercised their dissenters’ rights under the DGCL), for and on behalf of the Pathlore Stockholdersall of them, to do and perform every act and thing required or permitted to be done by any Pathlore Stockholder in connection with Article VII of this Agreement and the matters contemplated thereby, including to give and receive notices and communications, to authorize delivery payments to SumTotal of cash and stock from the Escrow Fund any Parent Indemnified Party in satisfaction of claims by SumTotalany Parent Indemnified Party, to object to such deliveries, to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as deemed necessary or prudentpayments, 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 agree to modifications, amendments and waivers to this Agreement on behalf of the Company Stockholders, 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 Parent Indemnified Party against any Company Stockholder or by any Company Stockholder against any Parent Indemnified Party or any dispute between any Parent Indemnified Party and any Company Stockholder, in each case relating to this Agreement or the Acquisition or the other transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Pathlore Company Stockholders from time to time upon not less than thirty (30) days prior written notice to SumTotal; provided that the Stockholder Representative may not be removed unless holders consent of a twoMajority-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest of the Escrow Fundin-Interest. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for his or her its services. The out-of-pocket ; provided, however, that the Stockholder Representative shall be entitled to seek reimbursement from the Escrow Fund for any reasonable fees and expenses incurred by the Stockholder Representative in connection with the performance of his the Stockholder Representative’s duties and obligations hereunder shall be paid first from up to $5,000 in the Expense Reimbursement Amount in accordance with Section 1.7(e)aggregate. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Pathlore Company Stockholders. A decision, act, consent or instruction of the Stockholder Representative (including an amendment, extension or waiver of this Agreement) shall constitute a decision of all the Company Stockholders, and shall be final, binding and conclusive upon each Company Stockholder, and Buyer may rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of each Company Stockholder. The Escrow Agent and Buyer are 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 Stockholder Representative. The Stockholder Representative shall notify each not be liable for any act done or omitted hereunder as the Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. The Indemnifying Parties shall indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Pathlore StockholdersStockholder Representative and arising out of or in connection with the acceptance or administration of the Stockholder Representative’s duties hereunder, at including the address set forth on reasonable fees and expenses of any legal counsel retained by the Spreadsheet Stockholder Representative (or such other address delivered in writing “Stockholder Representative Expense”). Upon any payment to the Stockholder Representative), Representative of any claim made by an Indemnified Party hereunder amounts from the Escrow Fund for distribution to the Indemnifying Parties pursuant to Section 7.3(d)Sections 8.4 and 8.5, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from the remaining Escrow Fund, up to an aggregate of $5,000.

Stockholder Representative; Power of Attorney. (i) In Each of the event that the First Merger is approvedparties hereto agrees that, effective upon such vote, the execution of this Agreement and without further act of any stockholderIndemnifying Party, Xx. Xxxxx and for valuable consideration (being the mutual obligations assumed by the parties under this Agreement), Xxxxxxx Xxxxxx shall be irrevocably (subject to any change of such agency upon prior written consent of a Majority-in-Interest as provided below) appointed as agent and attorney-in-fact for each Company Stockholder (the “Stockholder Representative”) for each Pathlore Stockholder (except such stockholders, if any, as shall have exercised their dissenters’ rights under the DGCL), for and on behalf of the Pathlore Stockholdersall of them, to do and perform every act and thing required or permitted to be done by any Pathlore Stockholder in connection with Article VII of this Agreement and the matters contemplated thereby, including to give and receive notices and communications, to authorize delivery payments to SumTotal of cash and stock from the Escrow Fund any Parent Indemnified Party in satisfaction of claims by SumTotalany Parent Indemnified Party, to object to such deliveries, to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as deemed necessary or prudentpayments, 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 agree to modifications, amendments and waivers to this Agreement on behalf of the Company Stockholders, 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 Parent Indemnified Party against any Company Stockholder or by any Company Stockholder against any Parent Indemnified Party or any dispute between any Parent Indemnified Party and any Company Stockholder, in each case relating to this Agreement or the Acquisition or the other transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Pathlore Company Stockholders from time to time upon not less than thirty (30) days prior written notice to SumTotal; provided that the Stockholder Representative may not be removed unless holders consent of a twoMajority-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest of the Escrow Fundin-Interest. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for his or her its services. The out-of-pocket ; provided, however, that the Stockholder Representative shall be entitled to seek reimbursement from the Escrow Fund for any reasonable fees and expenses incurred by the Stockholder Representative in connection with the performance of his the Stockholder Representative’s duties and obligations hereunder shall be paid first from up to $5,000 in the Expense Reimbursement Amount in accordance with Section 1.7(e)aggregate. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Pathlore Company Stockholders. A decision, act, consent or instruction of the Stockholder Representative (including an amendment, extension or waiver of this Agreement) shall constitute a decision of all the Company Stockholders, and shall be final, binding and conclusive upon each Company Stockholder, and Buyer may rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of each Company Stockholder. The Escrow Agent and Buyer are 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 Stockholder Representative. The Stockholder Representative shall notify each not be liable for any act done or omitted hereunder as the Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. The Indemnifying Parties shall indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any loss, liability or expense incurred without negligence, willful misconduct or bad faith on the part of the Pathlore StockholdersStockholder Representative and arising out of or in connection with the acceptance or administration of the Stockholder Representative’s duties hereunder, at including the address set forth on reasonable fees and 56 expenses of any legal counsel retained by the Spreadsheet Stockholder Representative (or such other address delivered in writing “Stockholder Representative Expense”). Upon any payment to the Stockholder Representative), Representative of any claim made by an Indemnified Party hereunder amounts from the Escrow Fund for distribution to the Indemnifying Parties pursuant to Section 7.3(d)Sections 8.4 and 8.5, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from the remaining Escrow Fund, up to an aggregate of $5,000.

Stockholder Representative; Power of Attorney. (i) In the event that the First Merger is approved, effective upon such vote, and without further act of any stockholder, Xx. Xxxxx Xxxxxx Laura Witt shall be appointed as agent and attorney-in-fact (the “Stockholder Representative”"STOCXXXXXXX XXPRESENTATIVE") for each Pathlore Stockholder stockholder of the Company (except such stockholders, if any, as shall have exercised perfected their appraisal or dissenters’ ' rights under the DGCLDelaware Law), for and on behalf of the Pathlore Stockholdersstockholders of the Company, to do and perform every act and thing required or permitted to be done by any Pathlore Stockholder in connection with Article VII of this Agreement and the matters contemplated thereby, including to give and receive notices and communications, to authorize delivery to SumTotal Parent of cash and stock shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by SumTotalParent, to object to such deliveries, to engage and employ agents and representatives (including accountants, legal counsel and other professionals) and to incur such other expenses as deemed necessary or prudent, 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 actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing. Such agency may be changed by the Pathlore Stockholders stockholders of the Company from time to time upon not less than thirty (30) days prior written notice to SumTotalParent; provided that the Stockholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive compensation for his or her its services. The out-of-pocket fees and expenses incurred by the Stockholder Representative in connection with the performance of his duties and obligations hereunder shall be paid first from the Expense Reimbursement Amount in accordance with Section 1.7(e). Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Pathlore Stockholders. The Stockholder Representative shall notify each stockholders of the Pathlore Stockholders, at the address set forth on the Spreadsheet (or such other address delivered in writing to the Stockholder Representative), of any claim made by an Indemnified Party hereunder pursuant to Section 7.3(d)Company.