Common use of Stockholder Representative Clause in Contracts

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders 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 Stockholder’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 stockholder 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 Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Byrox Xxxx xxxll be appointed as representative, agent, proxy agent and attorney-in-fact (the "Stockholder Representative") for the Company Stockholders for each RedChip Stockholder, to take all purposes actions and make any decisions required or permitted to be taken by him under this Agreement and the Escrow Agreement, including the Merger and otherwise in connection with exercise of the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: poser to (i) receive notices or service of processexecute the Escrow Agreement, (ii) negotiate, determine, compromise, settle and take authorize delivery to FRT Indemnified Parties any other action permitted or called amount of the General Escrow Fund in satisfaction of any claims for by any Company stockholder under this AgreementDamages during the Survival Period, (iii) execute agree to, negotiate, enter into settlements and deliver compromises of and comply with orders of courts and awards of arbitrators with respect to any termination, amendment or waiver to this Agreement in connection therewithclaims for Damages during the Survival Period, (iv) engage such counselresolve any claims for Damages during the Survival Period, experts and other agents and consultants as (v) take all actions necessary in the judgment of the Stockholder Representative deems necessary for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Stockholder Representative has unlimited authority and power to act on behalf of each RedChip Stockholder with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all claims for Damages during the Survival Period, rights or obligations arising from and taken pursuant to each such agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to RedChip; provided, however, that the Stockholder Representative may not be removed unless holders of a two-thirds interest in connection with exercising the powers granted hereunder and, all shares held in the absence General Escrow Fund agree to such removal and to the identity of bad faith on the part substituted Stockholder Representative. Any vacancy in the position of Stockholder Representative may be filled by approval of the holders of a majority in interest of all shares held in the General Escrow Fund. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive compensation for his services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as the acts shall constitute notice to or from each of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeRedChip Stockholders.

Stockholder Representative. (a) The Company (and pursuant to Stockholder Representative shall act as the terms representative of the Company Stockholders in respect of all matters arising under this Agreement or the Transaction Agreements, and shall be authorized to act, or refrain from acting, with respect to any actions to be taken by or on behalf of any Company Stockholder Consentor the Stockholder Representative, including to enforce any rights granted to any Company Stockholder hereunder, in each case as the Stockholder Representative believes is necessary or appropriate under this Agreement and the Transaction Agreements, for and on behalf of the Company Stockholders. The Company Stockholders shall be bound by all such actions taken by the Stockholder Representative and no Company Stockholder shall be permitted to take any such actions. The Stockholder Representative is serving as the Stockholder Representative solely for purposes of administrative convenience, and is not personally liable (except in its capacity as a Company Stockholder hereunder) for any of the obligations of the Company’s stockholders, any of its Subsidiaries or any of Company Stockholders hereunder, and Parent (on behalf of itself and its Affiliates) irrevocably appoints agrees that it will not look to the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact or the underlying assets of the Stockholder Representative for the satisfaction of any obligations of the Company, any of its Subsidiaries or any of the Company Stockholders Stockholders. The Stockholder Representative shall not be liable for all purposes under this Agreementany error of judgment, the Merger and otherwise or any action taken, suffered or omitted to be taken, in connection with the Contemplated Transactionsperformance by the Stockholder Representative of the Stockholder Representative’s duties or the exercise by the Stockholder Representative of the Stockholder Representative’s rights and remedies under this Agreement or any Transaction Agreement, includingexcept in the case of its bad faith or willful misconduct. No bond shall be required of the Stockholder Representative. The Stockholder Representative may consult with legal counsel, without limitationindependent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Stockholder Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any Transaction Agreement. Without limiting the generality of the foregoing, the Stockholder Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and the Transaction Agreements, and to consent to any amendment hereof or thereof on each such behalf of all Company Stockholder’s behalf to: (i) receive notices Stockholders and their respective successors. Parent shall be entitled to rely on all statements, representations, decisions of, and actions taken or service of processomitted to be taken by, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver the Stockholder Representative relating to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Transaction Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative.

Stockholder Representative. (a) The Company (By the execution and pursuant to the terms delivery of the Company Stockholder Consentthis Agreement, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative shall be deemed to have appointed and authorized Pharmabridge, Inc. to act as such Stockholder’s agent, representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreementhereunder (in such capacity (and not in his personal capacity), the Merger “Stockholder Representative”). Each Stockholder shall be deemed to have authorized the Stockholder Representative to take such action on behalf of such Stockholder and otherwise to exercise all such powers as are expressly delegated to the Stockholder Representative hereunder, together with such other powers as are reasonably incidental thereto including the execution and delivery of certificates, statements, notices, approvals, extensions, waivers, undertakings, and amendments to this Agreement required or permitted to be made, given or determined hereunder or in connection with the Contemplated Transactionstransactions contemplated hereby, including, without limitation, and including the full power and authority on each such Company Stockholder’s behalf right to: (i) receive notices or service notice from and give instructions to Buyer for payment of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver Aggregate Purchase Price related to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements Earn-Out on behalf of the Company’s stockholders Stockholders; (ii) negotiate the Closing Statement and any Earn-Out Statement and the Company. The Company Stockholders acknowledge that Parent settlement of any disputes relating to adjustments to the Aggregate Purchase Price pursuant to Section ‎2.4, ‎2.5 or ‎2.6 hereof; (iii) negotiate, compromise or settle any indemnification claims pursuant to Sections ‎9.2 and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication ‎10.3(a) of this Agreement; (iv) administer and cause the payment in full of the Stockholder Representative as provided in expenses incurred by the Stockholders and the Company incident to this Section 10.1 as Agreement and the acts transactions contemplated hereby out of the Company Stockholders proceeds of the Closing Date Cash Purchase Price; and will not (v) prepare and timely file or cause to be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeprepared and timely filed Tax Returns.

Stockholder Representative. (a) The If the Company (Stockholders’ Approval is obtained as contemplated in this Agreement, then, as part thereof, immediately and pursuant to automatically upon the terms Effective Time, and without any further action on the part of the Company Stockholder ConsentStockholders, each Company Stockholder shall be deemed to have consented to the appointment of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Xxxxxx Xxxxx, as representativehis, agent, proxy her or its representative and attorney-in-fact (the “Stockholder Representative”) for and on behalf of each such Company Stockholder, and the taking by the Stockholder Representative of any and all actions and the making of any decisions required or permitted to be taken by such Company Stockholder under this Agreement, including the exercise of the power to (i) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, the determination of the Liabilities of the Company as of the date of this Agreement, Net Sales and Losses; (ii) resolve any disputes with respect to the Liabilities of the Company as of the date of this Agreement, Net Sales and Losses; and (iii) take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. Accordingly, the Stockholder Representative shall have all necessary authority and power to act on behalf of the Company Stockholders with respect to this Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising from and taken pursuant to this Agreement, including matters contemplated by, but not specifically addressed in, this Section 9.05. The Company Stockholders will be bound by all actions taken by the Stockholder Representative in connection with this Agreement, and CytRx shall be entitled to rely on any action or decision of the Stockholder Representative as being the decision, act, consent or instruction of each and every Company Stockholder. Subject to Section 9.05(e) below, CytRx 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 Stockholder Representative. The Stockholder Representative shall have no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or gross negligence. In all purposes questions arising under this Agreement, the Merger and otherwise in connection with Stockholder Representative may rely on the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service advice of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder 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 Stockholder Representative deems necessary will not be liable to any person for anything done, omitted to be done or suffered in connection with exercising good faith by the powers granted hereunder andStockholder Representative based on such advice. The Stockholder Representative will not be required to take any action involving any expense to the Stockholder Representative unless the payment of such expense is made or provided for in a manner satisfactory to him. The reasonable legal fees and other expenses, if any, incurred by the Stockholder Representative in performance of his duties hereunder, not to exceed $20,000 in the absence aggregate, shall be advanced by CytRx. CytRx shall compensate the Stockholder Representative at the rate of bad faith on $250 per hour, not to exceed $10,000 in the part aggregate, for the performance of his duties hereunder. All such legal fees and expenses and compensation of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of including any such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the legal fees and expenses in excess of professionals incurred in connection with the Contemplated Transactions$20,000, (vi) shall be paid or reimbursed to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction CytRx or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative, as the case may be, from the Earnout Merger Consideration, if any, before any payment thereof to the Company Stockholders.

Stockholder Representative. (a) The Company (and pursuant Immediately upon the approval of this Agreement by the requisite vote or written consent of the Stockholders, each Stockholder shall be deemed to have consented to the terms appointment of the Company Stockholder Consent, each of the CompanyXxxxxxx X. Xxxxx (or a nominee thereof) as such Stockholder’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy representative and attorney-in-fact for (the Company “Stockholder Representative”), with full power of substitution to act on behalf of the Stockholders to the extent and in the manner set forth in this Agreement. The Stockholders shall cooperate with the Stockholder Representative and any accountants, attorneys or other agents whom it may retain to assist in carrying out its duties hereunder. Notices given to the Stockholder Representative in accordance with Section 10.5 shall constitute notice to the Stockholders for all purposes under this Agreement. All decisions, the Merger actions, consents and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for instructions by any Company stockholder 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 Stockholder Representative deems necessary in connection with exercising shall be binding upon all of the powers granted hereunder andStockholders, in and no Stockholder shall have the absence of bad faith on right to object to, dissent from, protest or otherwise contest the part same. The Acquiror shall not have the right to object to, dissent from, protest or otherwise contest the authority of the Stockholder Representative, will . The Acquiror and Sub shall be entitled to conclusively rely on the opinions and advice of such Personsany decision, (v) receive funds and make action, consent or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as being the acts decision, action, consent or instruction of the Company Stockholders, and the Acquiror and Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. Each of the Acquiror, Sub and the Surviving Corporation hereby waive, and by their approval of this Agreement, the Stockholders and will not shall be liable deemed to have waived, any claims they may have or assert, including those that may arise in any manner whatsoever the future, against the Stockholder Representative for any of Parent action or Merger Sub’s actions, as applicable, inaction taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeRepresentative in connection with such person’s capacity as Stockholder Representative except to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute gross negligence or willful misconduct.

Stockholder Representative. (a) The Company (and pursuant to Stockholder Representative shall act as the terms representative of the Company Stockholder Consent, each Stockholders in respect of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes matters arising under this Agreement, and shall be authorized to act, or refrain from acting, in each case as the Merger Stockholder Representative believes is necessary or appropriate under this Agreement, for and otherwise on behalf of the Stockholders. The Stockholders shall be bound by all such actions taken by the Stockholder Representative and no Stockholder shall be permitted to take any such actions. The Stockholder Representative is serving as the Stockholder Representative solely for purposes of administrative convenience, and is not personally liable (except in its capacity as a Stockholder hereunder) for any of the obligations of any Stockholders hereunder, and the Corporate Taxpayer (on behalf of itself and its Affiliates) agrees that it will not look to the Stockholder Representative or the underlying assets of the Stockholder Representative for the satisfaction of any obligations of any of the Stockholders. The Stockholder Representative shall not be liable for any error of judgment, or any action taken, suffered or omitted to be taken, in connection with the Contemplated Transactionsperformance by the Stockholder Representative of the Stockholder Representative’s duties or the exercise by the Stockholder Representative of the Stockholder Representative’s rights and remedies under this Agreement, includingexcept in the case of its bad faith or willful misconduct. No bond shall be required of the Stockholder Representative. The Stockholder Representative may consult with legal counsel, without limitationindependent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Stockholder Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement. Without limiting the generality of the foregoing, the Stockholder Representative shall have the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service to interpret all the terms and provisions of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver to consent to any terminationamendment hereof or thereof on behalf of all Stockholders and their respective successors. The Corporate Taxpayer shall be entitled to rely on all statements, amendment representations, decisions of, and actions taken or waiver omitted to this Agreement in connection therewithbe taken by, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled relating 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consent, each adoption of this Agreement by the Company’s stockholders) , and without further action of any stockholder, optionholder, or warrantholder of the Company, each such Company stockholder shall be deemed to have irrevocably appoints the Stockholder Representative to act constituted and appointed Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxxx (and by execution of this Agreement Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxxx hereby accept such appointment), as representative, agent, proxy agent and attorney-in-fact for the Company Stockholders 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 Stockholder’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 stockholder 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 Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders stockholders, with full power of substitution, to act in the name, place and stead of each such stockholder with respect to this Agreement and the Company. The Company Stockholders acknowledge that Escrow Agreement and the taking by the Stockholder Representatives of any and all actions and the making of any decisions required or permitted to be taken by the Stockholder Representatives under this Agreement or the Escrow Agreement, including the exercise of the power to: (i) give and receive notices and communications under this Agreement or the Escrow Agreement; (ii) authorize delivery to Parent of Escrow Shares held under the Escrow Agreement in satisfaction of claims for indemnification made by Buyer Indemnified Parties under this Agreement; (iii) object to claims for indemnification made by Buyer Indemnified Parties under this Agreement or the Escrow Agreement; (iv) agree to, negotiate, enter into settlements and Merger Sub will be entitled compromises of, and comply with orders of courts with respect to conclusively rely upon, without independent investigation, claims for indemnification made by any act, notice, instruction Buyer Indemnified Party under this Agreement; (v) take all actions necessary or communication appropriate in the good faith judgment of the Stockholder Representative as provided Representatives for the accomplishment of the foregoing, and (v) to vote the Escrow Shares in connection with any meeting or consent solicitation of Parent’s stockholders during the period in which the Escrow Shares are held in escrow. The power of attorney granted in this Section 10.1 as the acts of the Company Stockholders 10.13 is coupled with an interest and will not is irrevocable, may be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed delegated by the Stockholder Representative and shall survive the death or incapacity of any Company stockholder. The identity of the Stockholder Representatives and the terms of the agency may be changed, and successor Stockholder Representatives may be appointed, from time to time (including in the event of the death, disability or other incapacity of the either Stockholder Representative) by Indemnifying Company Stockholders entitled under this Agreement to receive more than fifty percent (50%) of the Merger Consideration, and any such successor shall succeed the Stockholder Representatives as a Stockholder Representatives hereunder. No bond shall be required of the Stockholder Representatives, and the Stockholder Representatives shall receive no compensation for his services.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentexecution and delivery of an Indemnity Joinder Agreement, and the adoption of this Agreement and approval of the Mergers by the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Seller Indemnifying Parties shall be deemed to act have agreed to appoint Lazard Technology Partners II, LP as representative, agent, proxy its agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Stockholders for all purposes Seller Indemnifying Parties to give and receive notices and communications in respect of indemnification claims under this Agreement, to make indemnification claims pursuant to ARTICLE VIII to authorize payment to any Parent Indemnified Party from the Merger Escrow Fund in satisfaction of any indemnification claims hereunder by any Parent Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and otherwise compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims pursuant to this Agreement, 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 such indemnification claim by any Parent Indemnified Party hereunder against any Seller Indemnifying Party or by any such Seller Indemnifying Party against any Parent Indemnified Party or any dispute between any Parent Indemnified Party and any such Seller Indemnifying Party, in connection with each case relating to this Agreement or the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action specifically mandated or permitted or called for by any Company stockholder under the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than 30 days prior written notice to Parent; provided, (iii) execute and deliver any terminationhowever, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as that the Stockholder Representative deems necessary in connection with exercising may not be removed unless holders of a two-thirds interest of the powers granted hereunder andEscrow Fund agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, in the absence event of bad faith on a resignation of the part Stockholder Representative or other vacancy in the position of Stockholder Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative. After the Closing, will be entitled notices or communications to conclusively rely on or from the opinions and advice Stockholder Representative shall constitute notice to or from the Seller Indemnifying Parties; provided, for the avoidance of such Personsdoubt, (v) receive funds and make or release payments of funds to pay any amounts it is hereby clarified that the Stockholder Representative has incurred shall have no authority to receive notification or reasonably expects agree to incur in connection settlement or liability with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required respect to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (viclaims made pursuant to Section 7.2(a) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativedirectly against a Seller Indemnifying Party.

Stockholder Representative. (a) The Company (and pursuant to Stockholder Representative shall act as the terms Representative of the Company Stockholders in respect of all matters arising under this Agreement or the Transaction Documents, and shall be authorized to act, or refrain from acting, with respect to any actions to be taken by or on behalf of any Company Stockholder Consentor the Stockholder Representative, including to enforce any rights granted to any Company Stockholder hereunder, in each case as the Stockholder Representative believes is necessary or appropriate under this Agreement and the Transaction Documents, for and on behalf of the Company Stockholders. The Company Stockholders shall be bound by all such actions taken by the Stockholder Representative and no Company Stockholder shall be permitted to take any such actions. The Stockholder Representative is serving as the Stockholder Representative solely for purposes of administrative convenience, and is not personally liable (except in its capacity as a Company Stockholder hereunder) for any of the obligations of the Company’s stockholders, any of its Subsidiaries or any of Company Stockholders hereunder, and Parent (on behalf of itself and its Affiliates) irrevocably appoints agrees that it will not look to the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact or the underlying assets of the Stockholder Representative for the satisfaction of any obligations of the Company, any of its Subsidiaries or any of the Company Stockholders Stockholders. The Stockholder Representative shall not be liable for all purposes under this Agreementany error of judgment, the Merger and otherwise or any action taken, suffered or omitted to be taken, in connection with the Contemplated Transactionsperformance by the Stockholder Representative of the Stockholder Representative’s duties or the exercise by the Stockholder Representative of the Stockholder Representative’s rights and remedies under this Agreement or any Transaction Document, includingexcept in the case of its bad faith or willful misconduct. No bond shall be required of the Stockholder Representative. The Stockholder Representative may consult with legal counsel, without limitationindependent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Stockholder Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any Transaction Document. Without limiting the generality of the foregoing, the Stockholder Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and the Transaction Documents, and to consent to any amendment hereof or thereof on each such behalf of all Company Stockholder’s behalf to: (i) receive notices Stockholders and their respective successors. Parent shall be entitled to rely on all statements, representations, decisions of, and actions taken or service of processomitted to be taken by, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver the Stockholder Representative relating to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeTransaction Document.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Each Company Stockholder Consent, each of the Company’s stockholders) hereby irrevocably appoints Fertile Valley, LLC as the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for to act on behalf of such Company Stockholder with respect to this Agreement and to take any and all actions and make any decisions required or permitted to be taken by any Company Stockholder individually or by the Stockholder Representative pursuant to this Agreement, including the exercise of the power to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to take all actions on behalf of the Company Stockholders for all purposes under pursuant to this Agreement, and to take all actions necessary or appropriate in the Merger judgment of the Stockholder Representative for the accomplishment of the foregoing. More specifically, the Stockholder Representative shall have the authority to make all decisions and otherwise determinations and to take all actions (including agreeing to any amendments to this Agreement or any Ancillary Agreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Company Stockholder, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Company Stockholder, and any notice, communication, document, certificate or information required (other than any notice required by Law or under the Company’s Organizational Documents) to be given to any Company Stockholder hereunder or pursuant to any Ancillary Agreement shall be deemed so given if given to the Stockholder Representative. Without limiting the generality of the foregoing, the Stockholder Representative shall be authorized, in connection with the Contemplated TransactionsClosing, includingto execute all certificates, without limitation, documents and agreements on behalf of and in the full power name of the Company Stockholders necessary to effectuate the Closing and authority on each such Company Stockholder’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 stockholder 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 related transactions. The Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will shall be entitled authorized 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements take all actions on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled in connection with any claims made under Article VI of this Agreement, to conclusively rely upondefend or settle such claims, without independent investigation, any act, notice, instruction or communication of to use the Stockholder Representative Shares to pay for Stockholder Representative Expenses (as provided further described in this Section 10.1 as 8.01(f)), and to agree to the acts reduction of the number of Multiple Voting Shares constituting the Holdback Shares in respect of such claims on behalf of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeStockholders.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Each Stockholder Consent, each of the Company’s stockholders) hereby irrevocably appoints and authorizes the Stockholder Representative to act as representative, agent, proxy its representative and attorney-in-fact with full authority, in the Stockholder Representative’s sole discretion, to (i) negotiate, defend, pursue, settle and pay any indemnification claims, (ii) execute and deliver, as Stockholder Representative and as attorney-in-fact for each Stockholder, and to take all actions required of the Company Stockholders for all purposes under under, this Agreement, Agreement and any other agreement or document required to be executed by the Merger and otherwise Stockholders in connection with the Contemplated Transactions, including, without limitation, the full power transactions contemplated by this Agreement and authority on each such Company Stockholder’s behalf to: (iiii) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted that may be necessary or called for desirable on behalf of the Stockholders in connection with this Agreement or any other agreement or document required to be delivered in connection herewith or in connection with the transactions contemplated by any Company stockholder 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 appointment of the Stockholder Representative deems necessary by each Stockholder as its attorney-in-fact hereunder is coupled with an interest and irrevocable. Subject to the limitations set forth in this Section 9.5, the Stockholder Representative shall act as the representative of the Stockholders with respect to any such act or decision to be taken or made hereunder, and the Buyer shall be entitled conclusively to rely upon any representation of the Stockholder Representative with respect to any act, decision, consent or approval of the Stockholders. Notice sent to the Stockholder Representative pursuant to Section 9.6 shall have the same force and effect as if delivered to each of the Stockholders. The Stockholders shall be responsible for all costs and expenses incurred by the Stockholder Representative in connection with exercising his duties contemplated by this Agreement. Neither the powers granted hereunder and, in Buyer nor the absence of bad faith on the part Corporation shall be held liable or accountable for any act or omission of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company approval of this Agreement by the Required Stockholder ConsentVote and/or delivery of a Release to Parent and participation in the Employee Release, Non-Competition and Waiver Plan, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Indemnifying Parties shall be deemed to act have agreed to appoint Bessemer Venture Partners VI, LP as representativeits agent and attorney in fact, agent, proxy and attorney-in-fact for the Company Stockholders 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 Stockholder’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 stockholder 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 Stockholder Representative deems necessary for and on behalf of the Indemnifying Parties to give and receive notices and communications, to authorize payment to any Indemnified Party from the Holdback in connection 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 exercising the powers granted hereunder andorders 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, in each case relating to this Agreement or the absence transactions contemplated hereby and to take all other actions that are either (i) necessary or -71- appropriate in the judgment of bad faith on the part Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two-thirds (2/3) interest of the Holdback agree to such removal and to the identity of the substituted representatives. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Holdback. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as shall constitute notice to or from the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeIndemnifying Parties.

Stockholder Representative. (a) The Company (and pursuant to By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Company Stockholder ConsentMerger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Company Seller shall be deemed to have appointed, and Shareholder Representative Services LLC is hereby appointed, as of the Company’s stockholders) irrevocably appoints Closing, as the Stockholder Representative to act as representative, agent, proxy agent and attorney-in-fact for and on behalf of the Company Stockholders Sellers 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 Certain information has been excluded from this agreement (indicated by “[***]”) because such Company Stockholder’s behalf to: information (i) receive notices or service of process, is not material and (ii) would be competitively harmful if publicly disclosed. Agreement and the agreements ancillary hereto, including to give and receive notices and communications, to authorize satisfaction of claims by Xxxxxx, to object to such payments, to agree to, negotiate, determineenter into settlements and compromises of, compromiseand demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, settle and to take any all other action permitted actions that are either (i) necessary or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement appropriate in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the judgment of the Stockholder Representative deems necessary in connection with exercising for the powers granted hereunder andaccomplishment of the foregoing or (ii) permitted by the terms of this Agreement. The Stockholder Representative may resign at any time upon at least ten (10) days prior written notice to the Company Sellers. Such agency may be changed by the Company Sellers from time to time upon not less than ten (10) days prior written notice to Parent; provided, that the Stockholder Representative may not be removed unless the former holders of a majority of Company Capital Stock agree to such removal and to the identity of the substituted agent. A vacancy in the absence position of bad faith on Stockholder Representative may be filled by the part former holders of a majority of Company Capital Stock. No bond shall be required of the Stockholder Representative. After the Closing, will be entitled notices or communications 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 from the Stockholder Representative has incurred shall constitute notice to or reasonably expects to incur in connection with from the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeSellers.

Stockholder Representative. (a) The Company (hereby designates and appoints, and the resolutions of the Stockholders approving the Merger and the Contemplated Transactions shall approve the designation and appointment of, Xxxxx X. Xxxx as the Stockholder Representative with full power and authority to execute and deliver any certificates or documents that are required to be delivered at Closing or thereafter by the Stockholders, in the name and on behalf of the Stockholders, or otherwise by the Stockholder Representative in such capacity as authorized or contemplated by this Agreement, to act for and on behalf of the Stockholders in connection with each of the post-Closing determinations made pursuant to Article 2 of this Agreement, to act for and on behalf of the Stockholders in connection with any and all indemnification and other matters arising pursuant to Article 10, and in all other respects to act for and on behalf of the Stockholders in connection with the Closing and post-Closing administration of the Merger and the Contemplated Transactions. The Stockholder Rep shall act reasonably, in good faith and in the best interests of the Stockholders and shall undertake to use reasonable efforts to consult with Xxxxx Xxxxxxxx and Distribution Partners in connection with actions taken pursuant to this Agreement, and in any instance in which the Stockholder Representative receives joint written directions from Xxxxx Xxxxxxxx and Distribution Partners, the Stockholder Representative will follow them. Subject to the terms and conditions of the Company Stockholder Consentthis Agreement, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative shall have full power and authority to act in all respects hereunder in his or her sole discretion, as representativethe sole, true and lawful agent, proxy and attorney-in-fact of each of the Stockholders, with full power and authority to take all actions contemplated by and exercise all rights to be taken in the name of and for and on behalf of the Stockholders with respect to all matters to be performed or otherwise undertaken by the Stockholder Representative under this Agreement and Collateral Documents, including, but not limited to, (i) the right to execute and deliver certificates, receipts, documents and papers that may be necessary or deemed advisable by the Stockholder Representative to carry out the transactions contemplated by this Agreement and Collateral Documents, including to enter into extensions and amendments of this Agreement as appropriate to facilitate the orderly consummation of the Contemplated Transactions, and generally to act for and in the name and on behalf of the Stockholders with respect to the Contemplated Transactions and the delivery of the shares of the stock of the Company held by each of the Stockholders for as fully as could each Stockholder if personally present and acting and (ii) otherwise to take all purposes under this Agreement, action that the Merger and otherwise Stockholder Representative may consider necessary or appropriate in connection with the consummation of the Contemplated Transactions, including, without limitation, the full power . The designation and authority on each such Company Stockholder’s behalf to: (i) receive notices or service appointment of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder 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 Stockholder Representative deems necessary in connection with exercising pursuant to this Section has been made for the powers granted hereunder and, in the absence purpose of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with completing the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements it is therefore acknowledged and funds flow statements on behalf of the Company’s stockholders agreed that all power and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of authority hereby conferred upon the Stockholder Representative as provided in this Section 10.1 as the is coupled with an interest and is irrevocable and shall not be terminable by any acts of the Company Stockholders and will not be liable in or by operation of law or by occurrence of any manner whatsoever for event whatsoever, including the death, incapacity, dissolution, liquidation, termination, bankruptcy or insolvency of any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeStockholder.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentapproval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Company’s stockholders) irrevocably appoints Stockholders shall be and is hereby deemed to have agreed to appoint the Stockholder Representative to act as representative, agent, proxy its agent and attorney-in-fact fact, for and on behalf of the Company Stockholders for all purposes under Stockholders, as the Stockholder Representative, to take any action pursuant to or in connection with Article IX, to receive and distribute Merger Consideration as dictated by this Agreement, to give and receive notices and communications, to negotiate the Merger Final Closing Statement, to authorize payment to any Buyer Indemnified Parties in satisfaction of claims by any such Buyer Indemnified Parties, to object to payments from the Escrow Fund, to agree to, negotiate, enter into settlements and otherwise in connection compromises of, and demand arbitration and comply with the Contemplated Transactionsorders of courts and awards of arbitrators with respect to such claims, including, without limitation, the full power and authority on each to take all other actions with respect to such Company Stockholder’s behalf to: claims that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action permitted or called for specifically mandated by any Company stockholder under the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Buyer; provided, (iii) execute and deliver any terminationhowever, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as that the Stockholder Representative deems necessary in connection with exercising may not be removed unless the powers granted hereunder andStockholders holding (on an as-exercised basis) a majority of the outstanding shares of the Company Capital Stock held by the Stockholders (as of immediately prior to the Effective Time and on an as-converted basis) agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, in the absence Stockholder Representative may resign at any time on notice to Buyer, and a replacement Stockholder Representative shall be elected by a vote of bad faith a majority of the outstanding shares of Company Capital Stock (as of immediately prior to the Effective Time and on an as-converted basis), subject to the part consent of Buyer, which consent shall not be unreasonably withheld; provided, further, that any successor Stockholder Representative, shall not resign until and unless a successor Stockholder Representative shall have been appointed subject to the consent of Buyer, which consent shall not be unreasonably withheld. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Written notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as shall constitute notice to or from the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeStockholders.

Stockholder Representative. (a) The Company (Immediately upon the approval of this Agreement by the requisite vote or written consent of the Stockholders, each Stockholder and pursuant holder of Options shall be deemed to have consented to the terms appointment of the Company Stockholder ConsentXxxxxxxxxx Fund IV, each of the CompanyL.P. as such Stockholder’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy representative and attorney-in-fact for (the Company Stockholders for all purposes under “Stockholder Representative”), with full power of substitution to act on behalf of the Equityholders to the extent and in the manner set forth in this Agreement and the Adjustment Escrow Agreement, the Merger including with respect to any Actions or Judgments relating to Claims made by an Acquiror Indemnitee pursuant to Article VIII hereof. All decisions, actions, consents and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for instructions by any Company stockholder 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 Stockholder Representative deems necessary in connection with exercising shall be binding upon all of the powers granted hereunder andEquityholders, in and no Person shall have the absence of bad faith on right to object to, dissent from, protest or otherwise contest the part same. The Acquiror shall not have the right to object to, dissent from, protest or otherwise contest the authority of the Stockholder Representative, will . The Acquiror and Sub shall be entitled to conclusively rely on the opinions and advice of such Personsany decision, (v) receive funds and make action, consent or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as being the acts decision, action, consent or instruction of the Company Equityholders, and the Acquiror and Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. By their approval of this Agreement, the Stockholders and will not shall be liable deemed to have waived, any claims they may have or assert, including those that may arise in any manner whatsoever the future, against the Stockholder Representative for any of Parent action or Merger Sub’s actions, as applicable, inaction taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeRepresentative in connection with such Person’s capacity as Stockholder Representative except to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute gross negligence or willful misconduct.

Stockholder Representative. (a) The Company (Each Principal Stockholder hereby appoints, and pursuant to the terms by operation of the merger each other Company Stockholder Consent(including each Company Option Holder) shall be deemed to have appointed, each of Sxxxx Xxxxxxxx (including any replacement for him as designated herein, the Company’s stockholders“Stockholder Representative”) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact of such person, with full power and authority, including power of substitution, acting in the name of and for and on behalf of such person with respect to this Agreement and any of the other Transaction Documents, including to (i) deliver to Parent at the Closing the certificates representing the outstanding Company Capital Stock and receive for the account of the Company Stockholders for and disburse to them as their interests may appear any Merger Consideration payable to them at the Closing or at any subsequent time; (ii) execute and deliver to Parent at the Closing all purposes under certificates and documents to be delivered to Parent by the Company Stockholders pursuant to this Agreement, Agreement and the Merger and otherwise in connection with the Contemplated Transactionsother Transaction Documents, including, without limitation, the full power and authority Escrow Agreement; (iii) incur expenses on each such behalf of the Company Stockholder’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 stockholder under Stockholders in connection with this Agreement, (iii) execute the other Transaction Documents and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts the transactions contemplated hereby and other agents and consultants thereby as the Stockholder Representative deems necessary may deem appropriate; (iv) during the time that property remains in connection with exercising escrow pursuant to the powers granted hereunder andEscrow Agreement, in to give and receive all notices required to be given under this Agreement and the absence of bad faith on the part other agreements contemplated hereby to which all of the Stockholder RepresentativeCompany Stockholders are a party, will be entitled to conclusively rely on including the opinions Escrow Agreement; and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements take such action on behalf of the Company’s stockholders Company Stockholders as the Stockholder Representative may deem appropriate in respect of: (1) waiving any inaccuracies in the representations or warranties of Parent or Merger Sub contained in this Agreement or the other Transaction Documents; (2) amending or waiving any provision of this Agreement or the other Transaction Documents; (3) taking such other action as any Company Stockholder is authorized to take under this Agreement or the other Transaction Documents; (4) receiving all documents or certificates and making all determinations, on behalf of any Company Stockholder, required under this Agreement or the Companyother Transaction Documents; (5) resolving any dispute with Parent over any aspect of this Agreement or the other Transaction Documents, including the calculation of Adjusted Working Capital and claims for indemnification hereunder; (6) all such other matters as the Stockholder Representative may deem necessary or appropriate to consummate the transactions contemplated by this Agreement or the other Transaction Documents; (7) taking all such action as may be necessary after the Closing Date to carry out any of the transactions contemplated by this Agreement or the other Transaction Documents; and (8) entering into any agreement to effectuate any of the foregoing which shall have the effect of binding any Company Stockholder as if such person had personally entered into such agreement. This appointment and power of attorney shall be deemed as coupled with an interest and all authority conferred hereby shall be irrevocable whether by the death or incapacity of any such person or the occurrence of any other event or events. The Company Stockholders acknowledge that Parent and Merger Sub will shall be entitled to conclusively rely uponupon any communication or writings given by or to, without independent investigationor executed by, any actthe Stockholder Representative and all actions, notice, instruction or communication decisions and instructions of the Stockholder Representative as provided in this Section 10.1 as the acts shall be conclusive and binding upon all of the Company Stockholders and will not be liable in any manner whatsoever for Stockholders. To the extent that the terms of this Agreement or any of the documents executed in connection herewith require Parent or Merger Sub’s actionsSub to obtain the consent of any Company Stockholder, as applicable, taken such consent may be made or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. Notwithstanding the foregoing, notices which are to be given under this Agreement to the Company Stockholders shall only be effective if given to each Company Stockholder, in accordance with Section 10.1 hereof.

Stockholder Representative. (a) The Company (and pursuant to the terms holders of the Company Stockholder Consent, each outstanding shares of the capital stock of the Company’s stockholders) , by virtue of the approval of this Agreement and the Merger, will be deemed to have irrevocably appoints constituted and appointed, effective as of the Effective Time, Mark Basile (together witx xxx xxxxxtted successors, the "Stockholder Representative to act Representative"), as representative, agent, proxy their true and lawful agent and attorney-in-fact for fact, and the Company Stockholders for all purposes under Stockholder Representative, by his execution of this AgreementAgreement shall be deemed to have accepted such appointment, the Merger and otherwise to enter into any agreement in connection with the Contemplated Transactionstransactions contemplated by this Agreement, to exercise all or any of the powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement (other than the Merger Consideration), to give and receive notices on their behalf, and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the full power and authority on each such assertion, prosecution, defense, settlement or compromise of any claim, action or proceeding for which any Company Stockholder’s behalf to: , Parent or the Merger Sub may be entitled to indemnification and the Stockholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. The Stockholder Representative shall not be liable for any action taken or not taken by him or her in his or her capacity as Stockholder Representative (i) receive notices with the consent of stockholders who, as of the date of this Agreement, own a majority in number of the outstanding shares of Company Stock, or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder 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 Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 his own willful misconduct. If the Stockholder Representative has incurred shall be unable or reasonably expects unwilling to incur serve in connection with the Company stockholders’ obligations under this Agreementsuch capacity, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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 his successor shall be named by those persons holding a majority of the Company’s stockholders shares of Company Stock outstanding immediately prior to the Effective Time who shall serve and exercise the Companypowers of Stockholder Representative hereunder. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled Solely with respect to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of actions taken by the Stockholder Representative in his capacity as provided in this Section 10.1 as such, the acts of the Company Stockholders and will not be liable in any manner whatsoever for Stockholder Representative shall have no liability to Parent or any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance its affiliates except for claims based upon the acts or omissions or communications or writings given or executed by the Stockholder Representativefraud.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder ConsentMerger, each of the Company’s stockholders) irrevocably Stockholder hereby appoints the Stockholder Representative to act Xxxxxxxx X. Xxxxx, XX as representative, agent, proxy its exclusive agent and attorney-in-fact for to act on its behalf with respect to any claims, controversies, or disputes arising out of the Company Stockholders for all purposes under terms of this Agreement, the Merger Parent Note, the Interim Parent Note and otherwise any other document delivered in connection herewith or therewith, including but not limited to any dispute arising under Section 2.10 of this Agreement, and all actions taken by the Stockholder Representative pursuant to the foregoing appointment and authority shall be binding upon each Stockholder and his successors as if expressly ratified and confirmed in writing by each Stockholder. Each Stockholder further agrees that the Stockholder Representative shall have the power to (a) receive all notices and communications directed to the Stockholder Representative or the Company with respect to any claims, controversies, or disputes arising out of the Contemplated Transactionsterms of this Agreement, the Parent Note and the Interim Parent Note and to take any action or no action in connection therewith as it may deem appropriate and (b) to take any action (or determine to take no action) with respect to the foregoing appointment and authority as it may deem appropriate as effectively as the Company could act itself, including the settlement or compromise of any dispute or controversy under the indemnification provisions hereof. The authority granted hereunder is deemed to be coupled with an interest. Buyer shall have the right to rely on any actions taken or omitted to be taken by the Stockholder Representative as being the act or omission of the Stockholders, without the need for any inquiry. The Stockholders agree that the Stockholder Representative shall have no liability to the Stockholders for any loss, damage or Liability which they may incur as a result of any action taken in good faith hereunder, and the Stockholders severally agree to indemnify and hold the Stockholder Representative free and harmless against any and all loss, damage or Liability which the Stockholder Representative may sustain as a result of any action taken in good faith hereunder, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder 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 Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the legal 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeexpenses.

Stockholder Representative. (a) The Company (and pursuant to Each Securityholder hereby ratifies the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders 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 Stockholder’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 stockholder 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 Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication appointment of the Stockholder Representative as provided contemplated by Section 2.11 of the Merger Agreement with all powers described therein. The Stockholder Representative shall also be deemed to have such incidental powers as may be necessary or desirable in order to effect the provisions of this Section 10.1 as 5.3. The appointment and agency created hereby is irrevocable, and shall be deemed to be coupled with an interest. All decisions, actions, consents and instructions by the acts Stockholder Representative in accordance with its powers and authority under the Merger Agreement and this Agreement shall be binding upon such Securityholder, and no such Securityholder shall have the right to object to, dissent from, protest or otherwise contest the same. Acquiror shall be entitled to rely on any such decision, action, consent or instruction of the Company Stockholders Stockholder Representative as being the decision, action, consent or instruction of such Securityholder, and will not Acquiror is hereby relieved from any liability to any Person for acts done in accordance with any such decision, act, consent or instruction. Acquiror hereby waives, and by its approval of this Agreement, such Securityholder shall be liable deemed to have waived, any claims it may have or assert, including those that may arise in the future, against the Stockholder Representative for, and agree that the Stockholder Representative shall have no liability for, any manner whatsoever for any of Parent action or Merger Sub’s actions, as applicable, inaction taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeRepresentative in connection with such Person’s capacity as the Stockholder Representative except to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute gross negligence or willful misconduct. Such Persons further agree that in no event shall the Stockholder Representative be liable for any negligent act or omission. The Stockholder Representative may consult with legal counsel and may rely on, and shall be fully protected in reliance on, any such advice of counsel.

Stockholder Representative. (a) The Company (and Immediately upon the approval of this Agreement pursuant to the terms of the Company Galaxy Stockholder Consent, each Galaxy Stockholder shall be deemed to have consented to the appointment of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy such Galaxy Stockholder’s representative and attorney-in-fact for fact, with full power of substitution to act on behalf of the Company Galaxy Stockholders for all purposes under on or after the Closing Date (and, to the extent expressly provided herein (including Section 5.3) prior to the Closing Date) to the extent and in the manner set forth in this Agreement; provided, however, that the Merger Stockholder Representative shall have no obligation to act, except as expressly provided herein. For the avoidance of doubt, prior to the Closing Date, Galaxy may act as the Galaxy Stockholders’ representative to the extent and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder under manner set forth in this Agreement, (iii) execute and deliver any termination, amendment or waiver . The Stockholder Representative shall be entitled to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems it shall deem necessary in connection with exercising the its powers granted and performing its function hereunder and, and (in the absence of bad faith on the part of the Stockholder Representative, will ) shall 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 . The Stockholder Representative has incurred or reasonably expects shall have such powers and authority as are necessary to incur in connection with carry out the Company stockholders’ obligations functions assigned to it under this Agreement, the Merger Form of Warrant and otherwise the Registration Rights Agreement, and, in connection with carrying out such functions, the Contemplated TransactionsStockholder Representative shall only consider the interests of the Galaxy Stockholders. Without limiting the generality of the foregoing, including the Stockholder Representative shall have full power, authority and discretion to (i) estimate and determine the amounts required of Stockholder Representative Expenses and to pay the fees and expenses of professionals incurred such Stockholder Representative Expenses in connection accordance with the Contemplated TransactionsSection 2.6(d), (viii) after the Closing, negotiate and enter into amendments to execute closing statements, settlement statements this Agreement for and funds flow statements on behalf of the Company’s stockholders Galaxy Stockholders, (iii) in connection with a termination of this Agreement, determine the Holder Damages, if any, in accordance with Section 9.6 and (iv) address claims for indemnification pursuant to Section 8.2(a). Neither Galaxy nor the CompanyStockholder Representative shall amend or knowingly waive any term of this Agreement in a manner that disproportionately affects any Galaxy Stockholder relative to any other Galaxy Stockholder without the written consent of such Galaxy Stockholder; provided, however, that none of the following facts or circumstances shall be deemed to be “disproportionally affecting” any Galaxy Stockholder: (A) effects resulting from the holders of the Galaxy Class A Common Stock receiving the Aggregate Class A Liquidation Preference, (B) effects resulting from any price paid for Options being subject to reduction for the applicable exercise price or (C) Carlyle receiving a right to appoint members of the Parent Board or any other governance rights (including board observer rights) even if not offered to the other Galaxy Stockholders. The Company Stockholders acknowledge that All decisions, actions, consents and instructions by the Stockholder Representative made in accordance with this Section 2.6 shall be binding upon all of the Galaxy Stockholders, and no Galaxy Stockholder shall have the right to object to, dissent from, protest or otherwise contest the same. Parent and Merger Sub will shall not have the right to object to, dissent from, protest or otherwise contest the authority of the Stockholder Representative or any such decision, action, consent or instruction. Parent, Merger Sub and each other party shall be entitled to rely conclusively rely uponon any decision, without independent investigationaction, any act, notice, consent or instruction or communication of the Stockholder Representative as provided in this Section 10.1 as being the acts decision, action, consent or instruction of the Galaxy Stockholders, and Parent and Merger Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. Each of Parent, Merger Sub, the Initial Surviving Corporation and the Final Surviving Company hereby waives, and by their approval of this Agreement, the Galaxy Stockholders and will not shall be liable deemed to have waived, any claims they may have or assert, including those that may arise in any manner whatsoever the future, against the Stockholder Representative for any of Parent action or Merger Sub’s actions, as applicable, inaction taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative in connection with such Person’s capacity as the Stockholder Representative except to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute willful misconduct. The Stockholder Representative shall direct that any amounts to be paid to the Galaxy Stockholders (other than holders of Dissenting Shares) after Closing under this Agreement be delivered to the Galaxy Stockholders (other than holders of Dissenting Shares) based on each Galaxy Stockholder’s Percentage Interest in such amount. The Stockholder Representative shall be entitled to reimbursement from the Galaxy Stockholders of all reasonable fees and expenses incurred in the performance of its duties hereunder including, without limitation, those resulting from the employment of financial advisors, attorneys, auditors and other advisors and agents assisting in the assessment of arbitration, litigation and settlement of any disputes arising under this Agreement, including any disagreements pursuant to Section 2.3(d), and shall be entitled to indemnification from the Galaxy Stockholders against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Stockholder Representative (except for those arising out of the Stockholder Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims.

Stockholder Representative. (a) At the Effective Time, Bxxxx Xxxxxxxx shall be constituted and appointed as the Stockholder Representative. The Company (Stockholder Representative shall be the exclusive agent for and pursuant on behalf of the stockholders and option holders of Matrix immediately prior to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders 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 Stockholder’s behalf Effective Time to: (i) give and receive notices and communications to or service from SanDisk (on behalf of processhimself or any other Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (ii) negotiate, determine, compromise, settle and take authorize deliveries to SanDisk of shares or other property from the Escrow Fund in satisfaction of claims asserted by SanDisk (on behalf of itself or any other action permitted or called for Indemnified Person, including by any Company stockholder under this Agreement, not objecting to such claims); (iii) execute and deliver any termination, amendment or waiver object to this Agreement such claims in connection therewith, accordance with Section 7.6; (iv) engage consent or agree to, negotiate, enter into settlements and compromises of, and demand mediation and arbitration and comply with orders of courts and awards of arbitrators with respect to, such counselclaims; and (v) take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, experts in each case without having to seek or obtain the consent of any Person under any circumstance. The Stockholder Representative shall be the sole and exclusive means of asserting or addressing any of the above and no former stockholder or option holder shall have any right to act on its own behalf with respect to any such matters, other agents and consultants than any claim or dispute against the Stockholder Representative. The Person serving as the Stockholder Representative deems necessary may be replaced from time to time by the holders of a majority in connection with exercising interest of the powers granted hereunder and, shares or other property then on deposit in the absence of bad faith on the part Escrow Fund upon not less than ten days’ prior written notice to SanDisk. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall receive no compensation for his services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as the acts shall constitute notice to or from each of the Company Stockholders stockholders and will not be liable in any manner whatsoever for any option holders of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon Matrix immediately prior to the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeEffective Time.

Stockholder Representative. (a) By virtue of the execution and delivery of a Joinder, and the adoption of this Agreement and approval of the Merger by the Stockholders or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each of the Indemnifying Parties shall be deemed to have agreed to appoint Shareholder Representative Services LLC as its representative, agent and attorney-in-fact, as the Stockholder Representative for and on behalf of the Indemnifying Parties to, after the Closing, give and receive notices and communications in respect of indemnification claims under this Agreement to be recovered against the Escrow Fund or the Tail Fund, to authorize payment to any Indemnified Party from the Escrow Fund and/or the Tail Fund in satisfaction of any indemnification claims hereunder 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 any such indemnification 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 such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement 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 or Table of Contents (ii) specifically mandated by the terms of this Agreement. The Company Stockholder Representative may resign at any time. Such agency may be changed by the Stockholders from time to time upon not less than 30 days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two-thirds (2/3) interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, in the event of a resignation of the Stockholder Representative or other vacancy in the position of Stockholder Representative, such vacancy may be filled by 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 its services other than pursuant to the terms of that certain Engagement Letter to be entered into by and among Shareholder Representative Services LLC, the Company Stockholder Consent, each and certain of the Company’s stockholders) irrevocably appoints Indemnifying Parties. Notices or communications after the Closing to or from the Stockholder Representative shall constitute notice to act as representative, agent, proxy and attorney-in-fact for or from the Company Stockholders 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 Stockholder’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 stockholder 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 Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeIndemnifying Parties.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentapproval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Stockholders shall be deemed to act have agreed to appoint Mikael Berner as representative, agent, proxy its agent and attorney-in-fact fact, as the Stockholder Rexxxxxxxxxxxx for and on behalf of the Company Stockholders for to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take 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 Stockholder’s behalf to: other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action permitted or called for contemplated by any Company stockholder under the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, (iii) execute and deliver any terminationhowever, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as that the Stockholder Representative deems necessary in connection with exercising may not be removed unless holders of a two-thirds interest of the powers granted hereunder and, Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the absence position of bad faith on Stockholder Representative may be filled, or a substitution of a new Stockholder Representative may be effected, by the part holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as shall constitute notice to or from the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeStockholders.

Stockholder Representative. (a) The Company (and pursuant For purposes of this Agreement, the stockholders of Target, without any further action on the part of any such stockholder, shall be deemed to have consented to the terms appointment of Guy Xxxxxx xx the Company representative of such stockholders (the "Stockholder ConsentRepresentative"), each of as the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for and on behalf of each such Stockholder, and the Company Stockholders for taking by the Stockholder Representative of any and all purposes actions and the making of any decisions required or permitted to be taken by him under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full exercise of the power and authority on each such Company Stockholder’s behalf to: to (i) receive notices or service agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of processcourts and awards of arbitrators with respect to such Indemnification Claims, (ii) negotiate, determine, compromise, settle resolve any Indemnification Claims and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and deliver any terminationall of the other terms, amendment or waiver conditions and limitations of this Agreement. Accordingly, the Stockholder Representative has unlimited authority and power to act on behalf of each stockholder of Target with respect to this Agreement in connection therewithand the disposition, (iv) engage such counselsettlement or other handling of all Indemnification Claims, experts rights or obligations arising from and other agents and consultants as taken pursuant to this Agreement. The stockholders of Target will be bound by all actions taken by the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith this Agreement and Buyer shall be entitled to rely on the part any action or decision of the Stockholder 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 . The Stockholder Representative has incurred will incur no liability with respect to any action taken or reasonably expects suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to incur in connection with be genuine and to have been signed by the Company stockholders’ obligations proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except its own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement, the Merger Stockholder Representative may rely on the advice of counsel, and otherwise for anything done, omitted or suffered in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of good faith by the Stockholder Representative as provided in this Section 10.1 as based on such advice, the acts of the Company Stockholders and Stockholder Representative will not be liable to anyone. The Stockholder Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in any a manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativesatisfactory to it.

Stockholder Representative. (a) The Company (and pursuant For purposes of this Agreement, the Escrowed Holders, without any further action on the part of any such Escrowed Holder, shall be deemed to have consented to the terms appointment of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints Xxxxxxx Xxxxx as the Stockholder Representative to act of such Escrowed Holders, as representative, agent, proxy and the attorney-in-fact for and on behalf of each such Escrowed Holder, and the Company Stockholders for taking by the Stockholder Representative of any and all purposes actions and the making of any decisions required or permitted to be taken by him under this Agreement, including the Merger and otherwise in connection with exercise of the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to (i) receive notices or service of processexecute this Agreement and the Escrow Agreement, (ii) negotiate, determine, compromise, settle agree to execute any amendments to this Agreement and take any other action permitted or called for by any Company stockholder under this the Escrow Agreement, (iii) execute authorize delivery to Parent and deliver the Surviving Corporation of the Escrow Amount, or any terminationportion thereof, amendment or waiver to this Agreement in connection therewithsatisfaction of Indemnification Claims, (iv) engage such counselagree to, experts negotiate, enter into settlements and other agents compromises of and consultants as the Stockholder Representative deems necessary in connection comply with exercising the powers granted hereunder and, in the absence orders of bad faith on the part courts and awards of the Stockholder Representative, will be entitled arbitrators with respect to conclusively rely on the opinions and advice of such Personsany Indemnification Claims, (v) receive funds resolve any Indemnification Claims and make or release payments (vi) take all actions necessary in the judgment of funds to pay any amounts the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement; provided, however, that the Stockholder Representative has incurred shall not take any action where (A) any single Escrowed Holder would be held solely liable for a Loss (without such Escrowed Holder’s prior written consent) or reasonably expects to incur in connection with (B) such action materially and adversely affects the Company stockholders’ substantive rights or obligations under this Agreementof an Escrowed Holder, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses or group 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely uponEscrowed Holders, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance a similar proportionate effect upon the acts substantive rights or omissions or communications or writings given or executed by the Stockholder Representativeobligations of all Escrowed Holders, unless each such disproportionately affected Escrowed Holder consents in writing prior thereto.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company approval of the Merger and this Agreement by the Sufficient Stockholder ConsentVote, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Stockholders shall be deemed to act have agreed to appoint Stata Venture Partners, LLC as representative, agent, proxy its agent and attorney-in-fact (such appointment being coupled with an interest and irrevocable), as the Stockholder Representative for and on behalf of the Company Stockholders for all purposes under to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to or refrain from objecting to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement, the Merger Escrow Agreement, or the transactions contemplated hereby or thereby, to withhold and otherwise in connection with expend the Contemplated TransactionsStockholder Representative Fund, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action permitted or called for specifically mandated by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to the terms of this Agreement in connection therewithor the Escrow Agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, (iv) engage such counselhowever, experts and other agents and consultants as that the Stockholder Representative deems necessary in connection with exercising may not be removed unless holders of a two-thirds interest of the powers granted hereunder and, Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the absence position of bad faith on Stockholder Representative may be filled by the part holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as shall constitute notice to or from the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeStockholders.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company execution and delivery of a Joinder Agreement and/or a Stockholder Written Consent, and the adoption of this Agreement and approval of the Merger by the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Indemnifying Parties shall be deemed to have agreed to appoint Shareholder Representative to act Services LLC as representative, agent, proxy its agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Stockholders for all purposes Indemnifying Parties to give and receive notices and communications in respect of indemnification claims under this Agreement, to authorize payment to any Indemnified Party from the Merger Escrow Fund in satisfaction of any indemnification claims hereunder by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and otherwise compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification 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 such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in connection with each case relating to this Agreement or the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action specifically mandated or permitted or called for by any Company stockholder under the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, (iii) execute and deliver any terminationhowever, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as that the Stockholder Representative deems necessary in connection with exercising may not be removed unless holders of a two-thirds interest of the powers granted hereunder andEscrow Fund agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, in the absence event of bad faith on a resignation of the part Stockholder Representative or other vacancy in the position of Stockholder Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative. After the Closing, will be entitled notices or communications 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 from the Stockholder Representative has incurred shall constitute notice to or reasonably expects to incur in connection with from the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeIndemnifying Parties.

Stockholder Representative. (a) The Upon the adoption of this Agreement and the approval of the Merger and the transactions contemplated hereby by the Company Stockholders and 68 without further act of any Company Stockholder, Nechemia J. Peres (the "STOCKHOLDER REPRESENTATIVE") shall be appointxx xx xxx Xxxxxxxlder Representative hereunder to give and receive notices and communications, to authorize payment to any Parent Indemnified Party from the Escrow Fund in satisfaction of claims and Losses by a Parent 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 or Losses, to receive payments on behalf of the Company Stockholders due and owing pursuant to this Agreement and acknowledge receipt thereof, to waive any breach or default of Parent or Merger Sub under this Agreement following the Effective Time, to calculate the Aggregate Consideration Spreadsheet, to receive service of process on behalf of the Company Stockholders in connection with any claims under this Agreement or any related document or instrument, 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 or (ii) specifically mandated by the terms of this Agreement; provided, however that such agency shall apply only to matters affecting all or most of the Company Stockholders and any matter that affects only an individual Company Stockholder Consentshall be addressed by Parent and such Company Stockholder. Such agency may be changed by the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, each of the Company’s stockholders) irrevocably appoints however, that the Stockholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to act as representative, such removal and to the identity of the substituted agent, proxy and attorney-in-fact for . A vacancy in the Company Stockholders 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 Stockholder’s behalf to: (i) receive notices or service position of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder 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 Stockholder Representative deems necessary may be filled by the holders of a majority in connection with exercising interest of the powers granted hereunder and, in the absence of bad faith on the part Escrow Fund. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as the acts of shall constitute notice to or from the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeStockholders.

Stockholder Representative. (a) The Company (and pursuant For purposes of this Agreement, the Escrowed Stockholders, without any further action on the part of any such Escrowed Stockholder, shall be deemed to have consented to the terms appointment of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints Xxx X. Xxxxxx as the Stockholder Representative to act of such Escrowed Stockholders, as representative, agent, proxy and the attorney-in-fact for and on behalf of each such Escrowed Stockholder, and the Company Stockholders for taking by the Stockholder Representative of any and all purposes actions and the making of any decisions required or permitted to be taken by him under this Agreement, including the Merger and otherwise in connection with exercise of the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to (i) receive notices or service of processexecute this Agreement and the Escrow Agreement, (ii) negotiate, determine, compromise, settle agree to execute any amendments to this Agreement and take any other action permitted or called for by any Company stockholder under this the Escrow Agreement, (iii) execute authorize delivery to Parent and deliver the Surviving Corporation of the General Escrow Amount, or any terminationportion thereof, amendment or waiver to this Agreement in connection therewithsatisfaction of Indemnification Claims, (iv) engage such counselauthorize delivery to Parent and the Surviving Corporation of the Working Capital Escrow Amount, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder andor any portion thereof, in the absence satisfaction of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Personsany Working Capital Escrow Claim, (v) receive funds agree to, negotiate, enter into settlements and make or release payments compromises of funds and comply with orders of courts and awards of arbitrators with respect to pay any amounts Indemnification Claims, (vi) resolve any Indemnification Claims and Working Capital Escrow Claims and (vii) take all actions necessary in the judgment of the Stockholder Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement; provided, however, that the Stockholder Representative has incurred shall not take any action where (A) any single Escrowed Stockholder would be held solely liable for a Loss (without such Escrowed Stockholder’s prior written consent) or reasonably expects to incur in connection with (B) such action materially and adversely affects the Company stockholders’ substantive rights or obligations under this Agreementof an Escrowed Stockholder, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses or group 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely uponEscrowed Stockholders, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance a similar proportionate effect upon the acts substantive rights or omissions or communications or writings given or executed by the obligations of all Escrowed Stockholders, unless each such disproportionately affected Escrowed Stockholder Representativeconsents in writing prior thereto.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company execution and delivery of a Joinder Agreement, an Option Equity Award Consent, and/or a Stockholder Written Consent, and the adoption of this Agreement and approval of the Mergers by the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Indemnifying Parties shall be deemed to act have agreed to appoint Fortis Advisors LLC as its representative, agent, proxy exclusive agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Stockholders Indemnifying Parties for all purposes in connection with this Agreement and any agreements ancillary hereto, including to give and receive notices and communications in respect of indemnification claims under this Agreement, to authorize payment to any Indemnified Party from the Merger Escrow Fund in satisfaction of any indemnification claims hereunder by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and otherwise compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification 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 such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in connection with each case relating to this Agreement or the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action specifically mandated or permitted or called for by any Company stockholder under the terms of this Agreement, (iii) execute and deliver any termination, amendment the Escrow Agreement or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising Engagement Agreement. Such agency may be changed by the powers granted hereunder andStockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a majority interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, in the absence event of bad faith on a resignation of the part Stockholder Representative or other vacancy in the position of Stockholder Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow Fund. The immunities and rights to indemnification shall survive the resignation or removal of the Stockholder Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. No bond shall be required of the Stockholder Representative. After the Closing, will be entitled notices or communications 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 from the Stockholder Representative has incurred shall constitute notice to or reasonably expects to incur in connection with from the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeIndemnifying Parties.

Stockholder Representative. (a) The Company Effective as of the Effective Time, the Key Stockholders (by virtue of their execution of this Agreement) and pursuant the other Equityholder Indemnifying Parties (with respect to the terms Non-Dissenting Stockholders: by virtue of their execution and delivery of the Company Stockholder Consentstockholder consent (whether through joinder or otherwise) approving this Agreement and the Contemplated Transactions; with respect to the In-the-Money Optionholders, by virtue of their execution and delivery of Acknowledgment and Release Agreements; and with respect to each Non-Cash Transaction Expense Recipient, by virtue of executing and delivering such Non-Cash Transaction Expense Recipient’s applicable Note) shall be deemed to have agreed, for and on behalf of the Company’s stockholdersEquityholder Indemnifying Parties, to: (i) irrevocably appoints nominate, constitute and appoint the Stockholder Representative as the Equityholder Indemnifying Parties’ respective, exclusive agent and true and lawful attorney in fact, with full power of substitution, to act in the name, place and stead of each of them in all matters relating to this Agreement, the Transaction Documents and the Contemplated Transactions; (ii) acknowledge and agree that the foregoing appointment, constitution and appointment of the Stockholder Representative shall survive the dissolution, death or incapacity of applicable Equityholder Indemnifying Party and hereby irrevocably waive any and all claims any of them may have against the Stockholder Representative for any action taken on his, her or its behalf in the Stockholder Representative’s capacity as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection accordance with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service terms of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, Section 10.1; (iii) execute agrees to indemnify 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 Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of hold harmless the Stockholder Representative, will be entitled to conclusively rely on its affiliates, their respective successors and assigns and the opinions respective officers, directors, managers, employees, direct and advice indirect equity holders, Representatives and agents of such Personsany of the foregoing, (v) receive funds and make from any Damages that any of them may suffer or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ performance of the Stockholder Representative’s duties and obligations under in connection with this Agreement, the Merger Transaction Documents and otherwise in connection with the Contemplated Transactions, including amounts required except to pay the fees and expenses extent such actions are finally determined by a court of professionals incurred in connection with the Contemplated Transactions, (vi) competent jurisdiction to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeconstitute fraud.

Stockholder Representative. (a) The Company (Appointment; Authority If the Merger is approved by the DFI Stockholders, the DFI Stockholders and pursuant the DFI Optionholders shall, without any further action on the part of any DFI Stockholders, be deemed to have consented to the terms appointment of Xxxxxx X. Mules (or at his election, a limited liability company formed and which shall be wholly-owned by him during the term of the Company Stockholder ConsentEscrow Agreement) as their representative (the "Stockholders' Representative"), each of as the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for and on behalf of each DFI Stockholder, and the Company Stockholders for Stockholders' Representative shall be authorized thereby to take any and all purposes actions and make any decisions required or permitted to be taken by him under this Agreement, Agreement or the Merger and otherwise Escrow Agreement in connection with the Contemplated Transactionsconsummation of the transactions contemplated herein and therein, including, without limitation, the full exercise of the power and authority on each such Company Stockholder’s behalf to: to (i) receive notices or service of processexecute the Escrow Agreement, (ii) negotiate, determine, compromise, settle and take receive or give any other action permitted notice on behalf of DFI Stockholders pursuant to this Agreement or called for by any Company stockholder under this the Escrow Agreement, (iii) execute authorize delivery to SYSCO or the Surviving Corporation of the Escrow Fund, or any portion thereof, in satisfaction of claims as provided in Section 2.04 and deliver any termination, amendment or waiver to Section 5.19 of this Agreement in connection therewithand the Escrow Agreement, (iv) engage 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 counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Personsclaims, (v) receive funds and make or release payments of funds to pay any amounts that vote the Stockholder Representative has incurred or reasonably expects to incur Escrow Shares as provided in connection with the Company stockholders’ obligations under this Escrow Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements resolve any claims and funds flow statements on behalf (vii) take all actions necessary in the judgment of the Company’s stockholders Stockholders' Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the CompanyEscrow Agreement. The Company Each of the DFI Stockholders acknowledge that Parent and Merger Sub the DFI Optionholders will be bound by all actions taken by the Stockholders' Representative in connection with this Agreement and the Escrow Agreement; SYSCO, the Surviving Corporation and the Escrow Agent shall be entitled to conclusively rely upon, without independent investigation, on any act, notice, instruction action or communication decision of the Stockholder Stockholders' Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or evidenced by a written document executed by the Stockholders' Representative as the action or decision of each of the DFI Stockholders and the DFI Optionholders and SYSCO and the Surviving Corporation shall be held harmless from and indemnified out of the Escrow Fund against any claim of any DFI Stockholder Representative.in respect of this Section 5.17. (b)

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentexecution and delivery of a Joinder Agreement, and the adoption of this Agreement and approval of the Merger by the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Indemnifying Parties shall be deemed to act have agreed to appoint Beacon Equity Partners, LLC as representative, agent, proxy its agent and attorney-in-fact for the Company Stockholders for all purposes under this Agreementfact, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder 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 Stockholder Representative deems for and on behalf of the Indemnifying Parties to give and receive notices and communications in respect of indemnification claims under this Agreement to be recovered against the Escrow Funds, to authorize payment to any Indemnified Party from the Escrow Funds in satisfaction of any indemnification claims hereunder 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 any such indemnification 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 such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Transactions, and to take all other actions that are either (i) necessary or appropriate in connection with exercising the powers granted hereunder andjudgment of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Funds agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, in the absence event of bad faith on a resignation of the part Stockholder Representative or other vacancy in the position of Stockholder Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow Funds. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as shall constitute notice to or from the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeIndemnifying Parties.

Stockholder Representative. (a) The Company (Immediately upon the approval of this Agreement by the requisite vote or written consent of the Stockholders, each Stockholder and pursuant holder of Options shall be deemed to have consented to the terms appointment of the Company Stockholder Consent, each of the CompanyXxxx Xxx as such Stockholder’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and holder’s representative and attorney-in-fact for (the Company Stockholders for all purposes under this Agreement“Stockholder Representative”), the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver substitution to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements act on behalf of the Company’s stockholders Stockholders and holders of Options to the extent and in the manner set forth in this Agreement and the CompanyAdjustment Escrow Agreement, including with respect to (i) resolving any disputes regarding the Preliminary Calculations in accordance with Section 2.12 and (ii) assuming, or electing not to assume, control of the defense of Third-Party Action for which indemnification may be sought pursuant to ARTICLE VIII and, as applicable, negotiating, entering into settlements and compromises and/or complying with court orders with respect to claims for indemnification made under ARTICLE VIII and resolving any Disputes in accordance with ARTICLE VIII. All decisions, actions, consents and instructions by the Stockholder Representative shall be binding upon all of the Stockholders and holders of Options, and no Person shall have the right to object to, dissent from, protest or otherwise contest the same. The Company Stockholders acknowledge that Parent Acquiror shall not have the right to object to, dissent from, protest or otherwise contest the authority of the Stockholder Representative granted pursuant to this Section 2.13. The Acquiror, Subs, the First Step Surviving Corporation and Merger Sub will the Surviving Corporation shall be entitled to conclusively rely uponon any decision, without independent investigationaction, any act, notice, consent or instruction or communication of the Stockholder Representative as provided in this Section 10.1 as being the acts decision, action, consent or instruction of the Company Stockholders and will not holders of Options, and the Acquiror, Subs, the First Step Surviving Corporation and the Surviving Corporation are hereby relieved from any Liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. Each of the Acquiror, Subs, the First Step Surviving Corporation and the Surviving Corporation hereby waive, and by their approval of this Agreement, the Stockholders and the holders of Options shall be liable deemed to have waived, any claims they may have or assert, including those that may arise in any manner whatsoever the future, against the Stockholder Representative for any of Parent action or Merger Sub’s actions, as applicable, inaction taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeRepresentative in good faith in connection with such person’s capacity as Stockholder Representative except to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute gross negligence or willful misconduct.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentadoption of this Agreement and approval of the Merger by the Stockholders, and by receiving the benefits thereof, including any consideration payable hereunder, each of the Company’s stockholders) irrevocably appoints Indemnifying Parties shall be deemed to have agreed to appoint Shareholder Representative Services LLC, as of the Stockholder Representative to act Closing, as its representative, agent, proxy and attorney-in-fact and as the Stockholder Representative for and on behalf of the Company Stockholders Indemnifying Parties for all purposes in connection with this Agreement and ancillary agreements hereto including to give and receive notices and communications in respect of indemnification claims under this Agreement, 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 such indemnification 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 such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action permitted or called for specifically mandated by any Company stockholder under the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent. Notwithstanding the foregoing, (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 event of a resignation of the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, or other vacancy in the absence position of bad faith on Stockholder Representative, such vacancy may be filled by a majority of the part Stockholders. No bond shall be required of the Stockholder Representative. After the Closing, will be entitled notices or communications 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 from the Stockholder Representative has incurred shall constitute notice to or reasonably expects to incur in connection with from the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeIndemnifying Parties.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consent, each their adoption of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the Merger Stockholders shall irrevocably appoint Xxxxx XxXxxxxx as their agent for purposes of this Agreement (the "Stockholder Representative") to give and otherwise receive notices and communications, to authorize delivery to the Stockholders of cash, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to this Agreement and comply with orders of courts and awards of arbitrators with respect to indemnification claims, and to take all actions necessary or appropriate in connection the judgment of the Stockholder Representative for the accomplishment of the foregoing. Xxxxx XxXxxxxx hereby accepts his appointment as the Stockholder Representative. Purchaser shall be entitled to deal exclusively with the Contemplated TransactionsStockholder Representative on all matters relating to this Agreement, includingand shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or reasonably purported to be executed on behalf of any Stockholder by the Stockholder Representative, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted taken or called for purported to be taken on behalf of any Stockholder by any Company stockholder under this Agreementthe Stockholder Representative, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage as fully binding upon such counsel, experts and other agents and consultants as Stockholder. If the Stockholder Representative deems necessary in connection with exercising shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the powers granted hereunder Stockholders, then the Stockholders shall, within ten (10) days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Purchaser of the identity of such successor. Any such successor shall become the "Stockholder Representative." If for any reason there is no Stockholder Representative at any time, all references herein to the Stockholder Representative shall be deemed to refer to the Stockholders. The Stockholder Representative shall not be responsible for any act done or omitted thereunder as Stockholder Representative while acting in good faith and in the absence exercise of reasonable judgment. The Stockholders shall jointly and severally indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions Representative and advice arising out of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under acceptance or administration of the Stockholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel or other professional retained by the Stockholder Representative. By virtue of their adoption of this Agreement, the Merger Stockholders hereby agree to pay all reasonable costs and otherwise expenses, including those of any legal counsel or other professional retained by the Stockholder Representative, in connection with the Contemplated Transactions, including amounts required to pay the fees acceptance 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication administration of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative's duties hereunder.

Stockholder Representative. (a) The Company (Executing Stockholders hereby appoint and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints designate the Stockholder Representative to act as representative, agent, proxy the exclusive agent and attorney-in-fact for and on behalf of the Company Executing Stockholders for to give and receive any and all purposes notices and communications under this AgreementAgreement (including, without limitation, all notices and communications pursuant to Article IX) and the Merger other Transaction Documents, to otherwise act on behalf of the Executing Stockholders as provided in, or required by, this Agreement and otherwise in connection with the Contemplated Transactionsother Transaction Documents, including, without limitation, the full power right to receive the Merger Consideration and distribute it in accordance with this Agreement, to enter into the Escrow Agreement on behalf of the Executing Stockholders, to agree to the Estimated Balance Sheet and the Final Closing Balance Sheet, to participate in and agree to the adjustment process set forth in Section 2.7, to waive any condition to the Executing Stockholders’ obligation to consummate the transactions contemplated under Sections 8.1 or 8.3, to agree to, negotiate, prosecute, defend, enter into settlements and compromises of, or take any other action with respect to any indemnification claims by or against any of the Executing Stockholders under this Agreement, demand arbitration and comply with Orders of Governmental Authorities and awards of arbitrators with respect to such claims, to negotiate, execute and deliver amendments to this Agreement if the Stockholder Representative receives consent to enter into such amendment by Executing Stockholders holding a majority of the Company Shares held by all Stockholders on an as converted to Common Stock basis and such amendment does not adversely affect the rights, benefits or obligations of an Executing Stockholder without adversely affecting the rights, benefits or obligations of all other Executing Stockholders in a substantially similar manner, to execute, date and deliver the Transaction Documents, to use the Stockholder Representative Reserve in connection with the performance of its duties and the exercise of its authority hereunder, to retain funds for reasonably anticipated expenses and liabilities to the extent the Stockholder Representative Reserve is not sufficient, and to take all other actions necessary or appropriate in the judgment of the Stockholder Representative in connection with this Agreement and the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, the Stockholder Representative shall have no obligation to act on each such behalf of the Executing Stockholders, except as expressly provided herein and in the other Transaction Documents. Such agency may be changed by the holders of a majority in interest of the Executing Stockholders (based on their portion of the Company Stockholder’s behalf toShares to be sold hereunder on an as if converted to Common Stock basis) from time to time upon not less than ten (10) days’ prior written notice to Parent. The powers, immunities and rights to indemnification granted to the Stockholder Representative Group hereunder: (i) receive notices are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or service liquidation of processthe respective Executing Stockholder and shall be binding on any successor thereto, and (ii) negotiate, determine, compromise, settle and take any other action permitted or called for shall survive the delivery of an assignment by any Company stockholder under this AgreementExecuting Stockholder of the whole or any fraction of his, (iii) execute and deliver any termination, amendment her or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, its interest in the absence of bad faith on the part Indemnification Escrow Amount. No bond shall be required of the Stockholder Representative, will be entitled . Notices or communications 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 from the Stockholder Representative has incurred shall constitute notice to or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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 from each of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeExecuting Stockholders.

Stockholder Representative. (a) The Company (Effective upon and pursuant to by virtue of the terms consent of the holders of the Company Stockholder ConsentStock approving and adopting this Agreement and the Merger, each and without any further act of any of the Company’s stockholders) irrevocably appoints holders of the Company Stock, the Stockholder Representative to act shall be hereby appointed as representative, agent, proxy the representative of the Designated Stockholders and as the attorney-in-fact and agent for and on behalf of each Designated Stockholder with respect to any claims by any Indemnified Party pursuant to Section 11.02(a) and any amendments to or waivers of the Company Escrow Agreement or this Article 11; provided, however, that any amendment or waiver of the Escrow Agreement or this Article 11 that shall adversely affect the rights or obligations of any Designated Stockholder under the Escrow Agreement or this Article 11 shall require the prior written consent of such adversely affected Designated Stockholder (other than any change affecting all Designated Stockholders for similarly). The Stockholder Representative hereby accepts such appointment. The Stockholder Representative will take any and all purposes actions and make any decisions required or permitted to be taken by the Stockholder Representative under the Escrow Agreement and this Agreement, including the Merger and otherwise in connection with exercise of the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to (i) receive notices agree to, negotiate, enter into settlements and compromises of, commence any suit, action or service proceeding, and comply with orders of processcourts with respect to, claims for Damages, (ii) negotiatelitigate, determine, compromiseresolve, settle and take or compromise any other action permitted or called for by any Company stockholder under Contested Claim (as defined in the Escrow Agreement) made pursuant to this Agreement, and (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 Stockholder Representative deems take all actions necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication judgment of the Stockholder Representative as provided in this Section 10.1 as for the acts accomplishment of the Company foregoing or as contemplated by this Agreement or the Escrow Agreement. The Stockholder Representative will have authority and power to act on behalf of each Stockholder with respect to the disposition, settlement or other handling of all claims against the Escrow Property under this Article 11 and all related rights or obligations of the Designated Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by arising under this Article 11. The Stockholder Representative shall use commercially reasonable efforts based on contact information available to the Stockholder RepresentativeRepresentative to keep the Designated Stockholders reasonably informed with respect to actions of the Stockholder Representative pursuant to the authority granted the Stockholder Representative under this Agreement which actions have a material impact on the amounts payable to the Designated Stockholders. Each Designated Stockholder shall promptly provide written notice to the Stockholder Representative of any change of address of such Designated Stockholder.

Stockholder Representative. (a) The Company By virtue of the approval of the Merger and this Agreement by a majority of the Effective Time Stockholders, each of the Effective Time Stockholders shall be deemed to have agreed to appoint M. Xxxxx Xxxxxxx as its agent and attorney-in-fact, as the Stockholder Representative for and on behalf of the Effective Time Stockholders to give and receive notices and communications, to agree to the adjustment (and if any) of the Merger Consideration pursuant to the terms of the Company Agreement, to authorize deductions from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to the foregoing adjustments or payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Effective Time Stockholder Consentor by any such Stockholder against any Indemnified Party, any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (1) necessary or appropriate in the judgment of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under accomplishment of the foregoing, or (2) specifically mandated by the terms of this Agreement. Such agency may be changed by the Effective Time Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, the Merger and otherwise in connection with the Contemplated Transactionshowever, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder 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 that the Stockholder Representative deems necessary in connection with exercising may not be removed unless holders of a two-thirds interest of the powers granted hereunder andEscrow Fund (based on their respective Pro Rata Portions therein) agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the absence position of bad faith Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund (based on the part their respective Pro Rata Portions therein). No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as shall constitute notice to or from the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeEffective Time Stockholders.

Stockholder Representative. (a) The Company (Each Principal Stockholder hereby appoints, and pursuant to the terms by operation of the merger each other Company Stockholder Consentshall be deemed to have appointed, each of Xxxxxx X. XxXxxxxxxxx (including any replacement for him as designated herein, the Company’s stockholders"STOCKHOLDER REPRESENTATIVE") irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact of such person, with full power and authority, including power of substitution, acting in the name of and for and on behalf of such person with respect to this Agreement and any of the other Transaction Documents, including to (i) deliver to Parent at the Closing the certificates representing the outstanding Company Capital Stock; (ii) execute and deliver to Parent at the Closing all certificates and documents to be delivered to Parent by the Company Stockholders for all purposes under pursuant to this Agreement, Agreement and the Merger and otherwise in connection with the Contemplated Transactionsother Transaction Documents, including, without limitation, the full power and authority Escrow Agreement; (iii) incur expenses on each such behalf of the Company Stockholder’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 stockholder under Stockholders in connection with this Agreement, (iii) execute the other Transaction Documents and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts the transactions contemplated hereby and other agents and consultants thereby as the Stockholder Representative deems necessary may deem appropriate; (iv) during the time that property remains in connection with exercising escrow pursuant to the powers granted hereunder andEscrow Agreement, in to give and receive all notices required to be given under this Agreement and the absence of bad faith on the part other agreements contemplated hereby to which all of the Stockholder RepresentativeCompany Stockholders are a party, will be entitled to conclusively rely on including the opinions Escrow Agreement; and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements take such action on behalf of the Company’s stockholders Company Stockholders as the Stockholder Representative may deem appropriate in respect of: (1) waiving any inaccuracies in the representations or warranties of Parent or either Merger Sub contained in this Agreement or the other Transaction Documents; (2) amending or waiving any provision of this Agreement or the other Transaction Documents; (3) taking such other action as any Company Stockholder is authorized to take under this Agreement or the other Transaction Documents; (4) receiving all documents or certificates and making all determinations, on behalf of any Company Stockholder, required under this Agreement or the Companyother Transaction Documents; (5) resolving any dispute with Parent over any aspect of this Agreement or the other Transaction Documents, including the calculation of Adjusted Working Capital, the Earn-Out Consideration and claims for indemnification hereunder; (6) all such other matters as the Stockholder Representative may deem necessary or appropriate to consummate the transactions contemplated by this Agreement or the other Transaction Documents; (7) taking all such action as may be necessary after the Closing Date to carry out any of the transactions contemplated by this Agreement or the other Transaction Documents; and (8) entering into any agreement to effectuate any of the foregoing which shall have the effect of binding any Company Stockholder as if such person had personally entered into such agreement. This appointment and power of attorney shall be deemed as coupled with an interest and all authority conferred hereby shall be irrevocable whether by the death or incapacity of any such person or the occurrence of any other event or events. The Company Stockholders acknowledge that Parent and Merger Sub will shall be entitled to conclusively rely uponupon any communication or writings given by or to, without independent investigationor executed by, any actthe Stockholder Representative and all actions, notice, instruction or communication decisions and instructions of the Stockholder Representative as provided in this Section 10.1 as the acts shall be conclusive and binding upon all of the Company Stockholders and will not be liable in any manner whatsoever for Stockholders. To the extent that the terms of this Agreement or any of the documents executed in connection herewith require Parent or either Merger Sub’s actionsSub to obtain the consent of any Company Stockholder, as applicable, taken such consent may be made or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. Notwithstanding the foregoing, notices which are to be given under this Agreement to the Company Stockholders shall only be effective if given to each Company Stockholder, in accordance with Section 10.1 hereof.

Stockholder Representative. (a) The Company and the holders of Company Stock and Company Stock Options hereby appoint Eytan Tigay (the "Stockholder Representative") for and pursuant on behalf of thx xxxxxxx xf Company Stock and Company Stock Options. The Stockholder Representative shall have full power and authority to the terms represent all of the holders of Company Stockholder ConsentStock and Company Stock Options and their successors, each of assigns, heirs and representatives with respect to all matters arising under this Agreement and the Company’s stockholders) irrevocably appoints Escrow Agreement and all actions taken by the Stockholder Representative hereunder and thereunder shall be final, conclusive and binding upon all such holders of Company Stock and Company Stock Options and their successors, assigns, heirs and representatives as if expressly confirmed and ratified in writing by each of them, and no holder of Company Stock or Company Stock Options shall have the right to act object, dissent, protest or otherwise contest the same. The Stockholder Representative shall take any and all actions which it believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the holders of Company Stock and Company Stock Options, as representativefully as if the holders of Company Stock and Company Stock Options were acting on their own behalf, agentincluding executing the Escrow Agreement as Stockholder Representative, proxy giving and attorney-in-fact for receiving any notice or instruction permitted or required under this Agreement or the Escrow Agreement by the Stockholder Representative or any holder of Company Stockholders Stock or Company Stock Options, interpreting all of the terms and provisions of this Agreement and the Escrow Agreement, authorizing payments to be made with respect hereto or thereto, obtaining reimbursement for all purposes out-of-pocket fees and expenses and other obligations of or incurred by the Stockholder Representative in connection with this Agreement and the Escrow Agreement, which fees and expenses shall be disbursed from the Escrow Funds (in an amount not to exceed $150,000 in the aggregate), in accordance with the Escrow Agreement, including the provisions set forth in Article VIII, bringing all indemnity claims against the Buyer pursuant to Article VIII, defending all indemnity claims against the holders of Company Stock and Company Stock Options pursuant to Article VIII (a "Buyer Indemnity Claim"), consenting to, compromising or settling all Buyer Indemnity Claims, conducting negotiations with the Buyer and its agents regarding such claims, dealing with the Buyer and the Escrow Agent under this Agreement and the Escrow Agreement with respect to all matters arising under this Agreement and the Escrow Agreement, taking any and all other actions specified in or contemplated by this Agreement and the Merger Escrow Agreement, and otherwise engaging counsel, accountants or other Stockholder Representatives in connection with the Contemplated Transactions, including, without limitationforegoing matters. Without limiting the generality of the foregoing, the Stockholder Representative shall have full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service to interpret all the terms and provisions of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder 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 the Escrow Agreement and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make consent to any amendment hereof or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements thereof on behalf of the Company’s stockholders all such holders of Company Stock or Company Stock Options and the Company. The Company Stockholders acknowledge that Parent their successors, assigns, heirs and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativerepresentatives.

Stockholder Representative. (a) The Company (Effective upon the execution, and without any further act of any Stockholder, Xxxxxx X. Xxxxxxxx, or any successors appointed pursuant to this section (the terms of the Company "Stockholder Consent, each of the Company’s stockholdersRepresentative") shall be and hereby is irrevocably appoints the Stockholder Representative to act appointed as representative, agent, proxy agent and true and lawful attorney-in-fact for each Stockholder with full power of substitution or resubstitution, solely for the Company purposes set forth herein, such appointment being coupled with an interest and irrevocable. The Stockholder Representative shall act as the representative of the Stockholders, and shall be authorized to act on behalf of the Stockholders for all purposes under this AgreementAgreement with respect to any matters relating to either, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: including (i) receive notices any additional amounts to be paid to or service of processby the Stockholders after the Closing pursuant to this Agreement, (ii) negotiate, determine, compromise, settle and take any other action permitted litigation or called for by any Company stockholder under dispute related to this Agreement, (iii) execute execution and deliver delivery of any terminationand all documents, amendment amendments or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as agreements that the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur appropriate in connection with the Company stockholders’ obligations transactions contemplated hereby, and (iv) receipt of any notice or service of process in connection with any claims under this Agreement (all of which shall be deemed delivered or served upon all Stockholders upon delivery to the Stockholder Representative). The Stockholders shall be bound by all actions taken by the Stockholder Representative in its capacity thereof. The Stockholder Representative shall, in a reasonably prompt manner, provide written notice to the Stockholders of any action taken by the Stockholder Representative pursuant to the authority delegated the Stockholder Representative under this Section 6.5. Neither the Stockholder Representative nor any of his agents or employees shall be liable to any Stockholder for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement, except in the Merger case of its bad faith or willful misconduct. The Stockholder Representative may consult with legal counsel, independent public accountants and otherwise other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by the Stockholder Representative in accordance with the advice of such counsel, accountants or experts. As to any matters not expressly provided for in this Agreement, the Stockholder Representative shall not be required to exercise any discretion or take any action. Any account established by the Stockholder Representative in connection with receipt of the Contemplated Transactions, including amounts required Holdback or proceeds from the settlement of any Retained Litigation should be in the name of the Stockholder Representative and any interest earned on such accounts shall be paid to the Stockholder Representative to be used to offset costs incurred by the Stockholder Representative in the performance of its duties hereunder and to pay taxes on such interest income. Each Stockholder severally shall indemnify and hold harmless and reimburse the fees Stockholder Representative from and expenses against such Stockholder's Pro Rata share of professionals any and all Damages suffered or incurred in connection with by the Contemplated TransactionsStockholder Representative arising out of or resulting from any action taken or omitted to be taken by the Stockholder Representative under this Agreement and the Indemnification Agreement, (vi) other than such Damages arising out of or resulting from the Stockholder Representative's bad faith or willful misconduct. In all matters relating to execute closing statementsthis Section 6.5, settlement statements and funds flow statements on behalf the Stockholder Representative shall be the only party entitled to assert the rights of the Company’s stockholders Stockholders. Notwithstanding the following sentence, Buyer and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will Surviving Corporation shall be entitled to conclusively rely uponon all statements, without independent investigationactions, any act, notice, instruction or communication representations and decisions of the Stockholder Representative as provided in this Section 10.1 as being the binding acts of the Company Stockholders or any of them, notwithstanding any communication from any Stockholder to the contrary (other than communication regarding termination or replacement of the Stockholder Representative pursuant to this Section 6.5). By approving or adopting the Merger, each Stockholder confirms and ratifies all that the Stockholder Representative shall do or cause to be done in good faith as Stockholder Representative. The Stockholder Representative may resign upon written notice to the Stockholders and will not the Surviving Corporation. The Stockholder Representative may be liable in any manner whatsoever for any changed or replaced by vote of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance a majority of the Stockholders upon written notice to the acts or omissions Stockholder Representative and the Surviving Corporation. No bond shall be required of the Stockholder Representative. Notices or communications to or writings given from the Stockholder Representative shall constitute notice to or executed from each of the Stockholders. Upon the earlier of (i) the expiration of four (4) years from the Closing Date, or (ii) such time as the Stockholder Representative reasonably determines that the Holdback is no longer required, any amount of Holdback remaining shall be paid by the Stockholder RepresentativeRepresentative to the Stockholders, Pro Rata.

Stockholder Representative. (a) The TA IX L.P. shall represent and act as agent for all the other Company Stockholders for the purposes specified in this Agreement (in such capacity, the "Stockholder Representative" "). As Stockholder Representative, he shall be authorized and pursuant to the terms empowered, as agent of and on behalf of all stockholders of the Company Stockholder Consent, each entitled to receive any consideration pursuant to this Agreement by reason of the Company’s stockholders) irrevocably appoints the Stockholder Representative Merger or otherwise having an interest in any matter concerning this Agreement, to act give and receive notices and communications as representativeprovided herein, agentto object to any claims for Parent Indemnifiable Losses, proxy to agree to, negotiate, enter into settlements and attorney-in-fact for compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims or Losses, to receive payments on behalf of the Company Stockholders for all purposes due and owing pursuant to this Agreement and acknowledge receipt thereof, to waive after the Effective Time any breach or default of Parent or Merger Sub of any obligation to be performed by it under this Agreement, the Merger and otherwise to receive service of process on behalf of each Company Stockholder in connection with any claims against such Company Stockholder arising under or in connection with this Agreement, any document or instrument provided for hereby or any of the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action permitted or called for specifically mandated by any Company stockholder under the terms of this Agreement. Such agency may be changed by the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, (iii) execute and deliver any terminationhowever, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as that the Stockholder Representative deems necessary may not be removed unless at least a majority in connection with exercising interest of the powers granted hereunder and, in the absence of bad faith Company Stockholders (determined on the part basis of the amount of Merger Consideration receivable by such Company Stockholders consent in writing to such removal and to the identity of an agent who shall substitute therefor, which substitute shall thereupon be the "Stockholders Representative." In the event of the death, incapacity or resignation of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice vacancy in the position of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur may likewise be filled by at least a majority in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts interest of the Company Stockholders and will not (determined on the basis of the amount of Merger Consideration receivable by such Company Stockholders by like notice to the Parent. No bond shall be liable in any manner whatsoever for any required of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from the Company Stockholders.

Stockholder Representative. (a) The Company (By virtue of the approval of the Merger and pursuant this Agreement by the requisite vote of the Stockholders, with respect to the terms of the Company Stockholder Consent, Escrow and SECTION 1.6(c) each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Stockholders shall be deemed to act have agreed to appoint Xxxxxxx X. Xxxxx as representative, agent, proxy its agent and attorney-in-fact for the Company Stockholders for all purposes under this Agreementfact, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder 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 Stockholder Representative deems necessary for and on behalf of the Stockholders to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow in connection satisfaction of claims by any Indemnified Party, to agree or disagree with exercising the powers granted hereunder anddetermination of the Earn-Out Payment, 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 or disputes related to the Earn-Out Payment, 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 pursuant to the Escrow or SECTION 1.8(c), in each case relating to this Agreement or the absence transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of bad faith on the part Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, 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. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. With respect to the Escrow or reasonably expects SECTION 1.8(c), notices or communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as shall constitute notice to or from the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeStockholders.

Stockholder Representative. (a) The Company (and pursuant to the terms As of the Company Stockholder Consentdate of this Agreement and by virtue of adoption of this Agreement by the Stockholders, each of the Company’s stockholders) irrevocably Stockholder hereby appoints and empowers the Stockholder Representative to act as representativeon such Stockholder’s behalf in effecting the execution, agentdelivery and performance of this Agreement and any other document, proxy instrument or agreement executed and attorney-in-fact for delivered in connection with this Agreement or the Company Stockholders for all purposes under Transactions contemplated hereby, to act on behalf of such Stockholder in any litigation or arbitration involving this Agreement, and to execute all such documents (including without limitation the Merger and otherwise General Indemnification Escrow Agreement or the Dissenters Indemnification Escrow Agreement) as the Stockholder Representative shall deem necessary or appropriate in connection with the Contemplated Transactionstransactions contemplated hereby, includingincluding the following powers, without limitationbut all subject to the Proportionate Cap, and in no event shall the full power and authority on each such Company Stockholder Representative be authorized to take any action that could result in any Stockholder having any liabilities or obligations exceeding, in the aggregate, any Stockholder’s behalf to: Proportionate Cap, and in no event shall any Stockholder have any liability or obligation in excess of, in the aggregate, any Stockholder’s Proportionate Cap (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle provided that the Stockholders shall have the liabilities and take any obligations to Safeguard and the other action permitted or called for by any Company stockholder under Safeguard Indemnified Parties as explicitly set forth in this Agreement, (iii) execute with the parties acknowledging that the liabilities and deliver any termination, amendment or waiver to obligations of the Stockholders who are not Principal Stockholders are expressly limited as set forth in this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided nothing contained in this Section 10.1 as 12.1 shall limit the acts obligations of the Company Principal Stockholders and will not be liable as expressly set forth in any manner whatsoever for any the other provisions of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative.this Agreement):

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consent, each Stockholders’ adoption of this Agreement and approval of the Company’s stockholders) irrevocably appoints Merger, and without further act of any Stockholder, the Stockholder Representative Stockholders shall be deemed to act have appointed Xxxxxxx Xxxxxx as representative, agent, proxy the agent and attorney-in-fact for each Stockholder (except such Stockholders, if any, holding Dissenting Shares) to act on behalf of the Company Stockholders for with respect to any and all purposes under matters, claims, controversies, or disputes arising out of the terms of this AgreementAgreement or any of the Transaction Documents and to take any action on behalf of the Stockholders thereunder (the “Stockholder Representative”). If more than one Person acts as the Stockholder Representative, a decision of a majority of such Persons shall be conclusive. In the event of the death, disability or resignation of a Stockholder Representative, a successor may be appointed by a majority in interest of the Stockholders. The Stockholder Representative shall have the power to take any and all actions which the Stockholder Representative believes are necessary or appropriate or in the best interests of the Stockholders, as fully as if each such Stockholder was acting on its, his or her own behalf with respect to the Merger and otherwise all claims for indemnification under this Agreement and to take any action or no action in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder 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 therewith as the Stockholder Representative deems necessary in connection with exercising may deem appropriate as effectively as the powers Stockholders could act themselves, including the settlement or compromise of any dispute or controversy. The authority granted hereunder and, in is deemed to be coupled with an interest. The death or incapacity of any Stockholder shall not terminate the absence of bad faith on the part authority and agency of the Stockholder Representative, will be entitled . Digirad shall have the right to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make any actions taken or release payments of funds omitted to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of taken by the Stockholder Representative as provided in this Section 10.1 as being the acts act or omission of the Company Stockholders and will not be liable in any manner whatsoever Stockholders, without the need for any inquiry, and any such actions or omissions shall be binding upon each of Parent the Stockholders. The Stockholder Representative shall incur no liability, loss, damage or Merger Sub’s actions, expense as applicable, taken or not a result of any action taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativegood faith hereunder, including any legal fees and expenses.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company approval of the Merger and this Agreement by the Requisite Stockholder ConsentApproval, each of the Company’s stockholders) irrevocably appoints the Stockholder Company Holders shall be deemed to have agreed to appoint Shareholder Representative to act Services LLC as representative, agent, proxy its agent and attorney-in-fact for the Company Stockholders for all purposes under this Agreementfact, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder 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 Stockholder Representative deems necessary for and on behalf of the Company Holders to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Account in connection satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and bring suit and comply with exercising the powers granted hereunder andorders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and bring suit and comply with orders of courts with respect to, any other claim by any Indemnified Party against any Company Holder or by any such Company Holder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Holder, in each case relating to this Agreement or the absence transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of bad faith on the part Stockholder 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 Holders from time to time upon not less than thirty (30) days prior Written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a majority interest of the Escrow Account agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the vote of holders of a majority in interest of the Escrow Account. No bond shall be required of the Stockholder Representative. With respect to matters set forth in Section 1.7, will be entitled Article VI and Article VIII, notices or communications 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 from the Stockholder Representative has incurred shall constitute notice to or reasonably expects to incur in connection with from the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeHolders.

Stockholder Representative. (a) The Company (and pursuant to In the terms of event the Company Stockholder Consent, each of the CompanyMerger is approved by Target’s stockholders) irrevocably appoints , effective upon such vote, and without any further action of any Target stockholder, Xxxxxx Xxxxxxx shall be constituted and appointed as Stockholder Representative for and on behalf of each Former Target Stockholder (except such stockholders, if any, as shall have perfected their dissenter’s rights under Delaware Law), to give and receive notices and communications, to authorize delivery to Acquiror of shares of Acquiror Common Stock or other property from the Escrow Fund in satisfaction of claims by Acquiror (on behalf of itself or any other Indemnified Person), to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, in each case without having to act as representativeseek or obtain the consent of any person under any circumstance. The Stockholder Representative may resign at any time, agent, proxy and attorneysuch agency may be changed by the holders of a majority-in-fact for interest of the Company Stockholders for all purposes under this AgreementEscrow Fund from time to time, in each case upon not less than 10 days’ prior written notice to Acquiror and Escrow Agent (and Escrow Agent shall be provided promptly with a facsimile copy of the Merger and otherwise signature of any such successor stockholders agent). Any vacancy in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service position of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder 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 Stockholder Representative deems necessary in connection with exercising may be filled by approval of the powers granted hereunder and, in holders of a majority-in-interest of the absence of bad faith on the part Escrow Fund. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive compensation for his or reasonably expects her services. Notice or communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in pursuant to Section 9.1 of this Section 10.1 as the acts Agreement shall constitute notice to or from each of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeFormer Target Stockholders.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints Stockholders have designated Xxxxx Xxxxxx as the Stockholder Representative to act (in such capacity, the “Stockholder Representative”), and approval and adoption of this Agreement by the Company Stockholders shall constitute (i) the ratification and approval of such designation, and (ii) the irrevocable appointment of the Stockholder Representative as each Company Stockholder’s representative, agent, proxy and attorney-in-fact for and agent, with full power of substitution to act in the name, place and stead of each Company Stockholders for all purposes under Stockholder in accordance with the terms and provisions of this Agreement and to act on behalf of each Company Stockholder in any amendment of or litigation or arbitration involving this Agreement, and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Merger Stockholder Representative shall deem necessary or appropriate in conjunction with any of the Transactions, including the power (A) to give and otherwise receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with any claims under this Agreement and the Transactions, (B) to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the Contemplated consummation of the Transactions, including, without limitation, (C) to make decisions with respect to the full power distribution and authority on each such Company Stockholder’s behalf to: (i) receive notices or service allocation of processthe Stockholder Earnout Shares, (iiD) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such retain counsel, experts and other agents (any Representatives so retained, the “Retained Agents”), and consultants as (E) to enter into any settlement or submitting any dispute relating to the Earnout Shares. Notwithstanding the foregoing, the Stockholder Representative deems necessary shall have no obligation to act. The Stockholder Representative will not be liable to the Company Stockholders for any act taken or omitted by it as permitted under this Agreement and the Transactions, except if such act is taken or omitted in connection with exercising bad faith or by willful misconduct. The Stockholder Representative will also be fully protected against the powers granted hereunder andCompany Stockholders in relying upon any written notice, demand, certificate or document that he in good faith believes to be genuine (including facsimiles thereof). In the absence of bad faith on the part of or willful misconduct by the Stockholder Representative, will the Stockholder Representative shall be entitled to conclusively rely on the opinions and advice of such Personsany Retained Agents; and the fact that any act was taken or omitted to be taken pursuant to the advice of counsel will be conclusive evidence of good faith. The Stockholder Representative may resign at any time after giving 30 days’ notice to the Company and the Company Stockholders, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects may be removed by the vote of Persons that collectively constituted the requisite Company Stockholders as of immediately prior to incur the Effective Time (or, in connection with the Company stockholders’ obligations under case of a termination of this Agreement, as of such termination). If a Stockholder Representative has resigned or been removed, a new Stockholder Representative shall be appointed by a vote of stockholders constituting the Merger and otherwise in connection with Company Stockholders as of immediately prior to the Contemplated TransactionsEffective Time, including amounts required such appointment to pay become effective upon the fees and expenses of professionals incurred in connection with written acceptance thereof by the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Companynew Stockholder Representative. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, designation of any act, notice, instruction or communication of Person as the Stockholder Representative is and shall be coupled with an interest, and, except as provided set forth in this Section 10.1 as Article XI, such designation is irrevocable and shall not be affected by the acts death, incapacity, illness, bankruptcy, dissolution or other inability to act of any of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeStockholders.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentexecution and delivery of a Joinder Agreement, and the adoption of this Agreement and approval of the Mergers by the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Indemnifying Parties shall be deemed to have agreed to appoint Shareholder Representative to act Services LLC as representative, agent, proxy its agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Stockholders for all purposes Indemnifying Parties to give and receive notices and communications in respect of indemnification claims under this Agreement, to authorize payment to any Indemnified Party from the Merger Escrow Fund in satisfaction of any indemnification claims hereunder by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and otherwise compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification 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 such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in connection with each case relating to this Agreement or the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action specifically mandated or permitted or called for by any Company stockholder under the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than 30 days prior written notice to Parent; provided, (iii) execute and deliver any terminationhowever, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as that the Stockholder Representative deems necessary in connection with exercising may not be removed unless holders of a two-thirds interest of the powers granted hereunder andEscrow Fund agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, in the absence event of bad faith on a resignation of the part Stockholder Representative or other vacancy in the position of Stockholder Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative. After the Closing, will be entitled notices or communications to conclusively rely on or from the opinions and advice Stockholder Representative shall constitute notice to or from the Indemnifying Parties; provided, for the avoidance of such Personsdoubt, (v) receive funds and make or release payments of funds to pay any amounts it is hereby clarified that the Stockholder Representative has incurred shall have no authority to receive notification or reasonably expects agree to incur in connection settlement or liability with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required respect to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (viclaims made pursuant to Section 7.2(a)(vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativedirectly against an Indemnifying Party.

Stockholder Representative. (a) The Company (Stockholder Representative shall, by virtue of the adoption of this Agreement and pursuant the resolutions adopted by the stockholders of the Seller with respect to the terms appointment of the Company Stockholder ConsentRepresentative, each of the Company’s stockholders) be irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and appointed attorney-in-fact and authorized and empowered (with full power of substitution in the premises) to (a) act for an on behalf of any and all of the Company Stockholders for all purposes under this Agreement, stockholders of the Merger and otherwise Seller in connection with the Contemplated Transactions, including, without limitationindemnity provisions of Article VII as they relate to the Seller’s stockholders generally, the full power Escrow Agreement, the notice provisions of this Agreement and authority such other matters as are reasonably necessary for the consummation of the transactions contemplated hereby, including to act as the representative of the Seller’s stockholders to review and authorize all setoffs, claims and other payments authorized or directed by the Escrow Agreement and dispute or question the accuracy thereof, to compromise on each such Company Stockholder’s their behalf to: (iwith the Buyer any claims asserted thereunder and to authorize payments to be made with respect thereto,(b) receive notices or service exercise any and all rights of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder the Seller under this Agreement following the Closing and (c) take such further actions as are authorized in this Agreement, (iii) execute . The Buyer and deliver the Seller hereby agree that the exercise of any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as rights by the Stockholder Representative deems necessary pursuant to clause (b) of the preceding sentence shall have the same effect as if such rights had been exercised by the Seller. The Stockholder Representative shall not be liable to the Buyer, the Seller, any stockholder of the Seller or any other person with respect to any action taken or omitted to be taken by the Stockholder Representative under or in connection with exercising this Agreement or the powers granted hereunder andEscrow Agreement unless such action or omission results from or arises out of fraud, in the absence of gross negligence, willful misconduct or bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on . The stockholders of the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that Seller shall severally indemnify the Stockholder Representative has and hold the Stockholder Representative harmless against any loss, liability or expense incurred without fraud, gross negligence, willful misconduct or reasonably expects to incur bad faith on the part of the Stockholder Representative and arising out of or in connection with the Company stockholders’ obligations under this Agreement, acceptance or administration of the Merger and otherwise in connection with duties of the Contemplated TransactionsStockholder Representative hereunder, including amounts required to pay the reasonable fees and expenses of professionals incurred any legal counsel retained by the Stockholder Representative. The Buyer and its Affiliates shall be entitled to rely on such appointment and treat the Stockholder Representative as the duly appointed attorney-in-fact of each stockholder of the Seller. Each stockholder of the Seller who votes to approve this Agreement, by such vote, without any further action, confirms such appointment and authority and acknowledges and agrees that such an appointment is irrevocable and coupled with an interest, it being understood that the willingness of the Buyer to enter into this Agreement is based in connection with part on the Contemplated Transactions, (vi) appointment of the Stockholder Representative to execute closing statements, settlement statements and funds flow statements act on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeSeller.

Stockholder Representative. (a) The Company (Immediately upon the approval of this Agreement by the written consent of the Consenting Stockholders, each Stockholder and pursuant each holder of Cancelled Options shall be deemed to have consented to the terms appointment of the Company Stockholder Consent, each of the CompanyXxxxxxx X. Xxxxxxxx as such Person’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy representative and attorney-in-fact for (the Company Stockholders for all purposes under this Agreement“Stockholder Representative”), the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver substitution to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements act on behalf of the Company’s stockholders Stockholders and such Cancelled Option holders to the extent and in the manner set forth in this Agreement and the CompanyEscrow Agreement. The Company All decisions, actions, consents and instructions by the Stockholder Representative with respect to this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including all decisions, actions, consents and instructions relating to the defense or settlement of any claims for indemnification, shall be binding upon all Stockholders acknowledge that and all such Cancelled Option holders, and no Stockholder nor any such Cancelled Option holder shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction. Parent and Merger Sub will shall be entitled to conclusively rely uponon any decision, without independent investigationaction, any act, notice, consent or instruction or communication of the Stockholder Representative as provided in this Section 10.1 as being the acts decision, action, consent or instruction of the Company Stockholders and will the Cancelled Option holders, and Parent and Merger Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be liable in terminated by any manner whatsoever for act of any one or more Stockholders or any one or more of Parent the Cancelled Option holders, or Merger Sub’s actionsby operation of Law, as applicable, taken whether by death or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeother event.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentapproval of the Merger and this Agreement by the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Stockholders shall be deemed to act have agreed to appoint Xxxx X. Xxxxxx as representative, agent, proxy its agent and attorney-in-fact for the Company Stockholders for all purposes under this Agreementfact, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder 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 Stockholder Representative deems necessary for and on behalf of the Stockholders to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in connection 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 exercising the powers granted hereunder andorders 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 Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement or the absence transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of bad faith on the part Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than 30 days’ prior written notice to Parent; provided, however, 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. Notwithstanding the foregoing, a vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as shall constitute notice to or from the acts of Stockholders (including the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativePrincipal Stockholders).

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentadoption of this Agreement and approval of the Merger by the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative and Optionholder shall be deemed to act have agreed to appoint Xx. Xxx Xxxxxxxx as representative, agent, proxy its agent and attorney-in-fact for the Company Stockholders for all purposes under this Agreementfact, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder 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 Stockholder Representative deems for and on behalf of the Stockholder or Optionholder to give and receive notices and communications in respect of indemnification claims under this Agreement to be recovered against the Escrow Shares, to authorize payment to any Parent Indemnified Party from the Escrow Shares in satisfaction of any indemnification claims hereunder by any Parent Indemnified Party, to vote the Escrow Shares (after conversion of the Escrow Shares into Parent Common Stock) until such shares are released to the Stockholders and Optionholders (and the Escrow Shares converted into Parent Common Stock will be deemed to be Subject Shares (as defined in the Voting Proxy) that will be subject to, and voted in in accordance with the terms and conditions of, the Voting Proxy), 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 any such indemnification 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 such indemnification claim by any Parent Indemnified Party hereunder against any Stockholder or Optionholder or by any such Stockholder or Optionholder against any Parent Indemnified Party or any dispute between any Parent Indemnified Party and any such Stockholder or Optionholder, in each case relating to this Agreement or the Transactions, and to take all other actions that are either (i) necessary or appropriate in connection with exercising the powers granted hereunder andjudgment of the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Stockholders and Optionholders from time to time upon not less than 30 days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Shares agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, in the absence event of bad faith on a resignation of the part Stockholder Representative or other vacancy in the position of Stockholder Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow Shares. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as shall constitute notice to or from the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeIndemnifying Parties.

Stockholder Representative. (a) The Company (stockholders of Traq, by virtue of their approval of this Agreement, will be deemed to have irrevocably constituted and pursuant to the terms appointed, effective as of the Company Effective Time, Xxxx Xxxxxxx (together with such Person’s permitted successors, the “Stockholder ConsentRepresentative”), each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy their true and lawful agent and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the Merger and otherwise to enter into any agreement in connection with the Contemplated TransactionsMerger and the Transactions and any transactions contemplated by the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on such Stockholder Representative under any such agreement, to waive any terms and conditions of any such agreement (other than the Merger Consideration), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the full defense, settlement or compromise of any claim, action or proceeding for which Tangoe or the stockholders of Traq may be entitled to indemnification and the Stockholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and authority on each such Company Stockholderis irrevocable. The Stockholder Representative shall not be liable for any action taken or not taken by the Stockholder Representative in connection with the Stockholder Representative’s behalf to: obligations under this Agreement (i) receive notices with the consent of stockholders who, as of the date of this Agreement, owned a majority in number of the outstanding shares of Traq Common Stock (treating Traq Common Stock and Traq Series 1 and Series 2 Preferred Stock on an as-converted basis) or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder 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 Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make ’s own gross negligence or release payments of funds to pay any amounts that willful misconduct. If the Stockholder Representative has incurred shall be unable or reasonably expects unwilling to incur serve in connection with the Company stockholders’ obligations under this Agreementsuch capacity, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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 Stockholder Representative’s successor shall be named by those persons holding a majority of the Company’s stockholders outstanding shares of Traq Common Stock (treating Traq Common Stock and Traq Series 1 and Series 2 Preferred Stock on an as-converted basis) at the Company. The Company Stockholders acknowledge that Parent Effective Time who shall serve and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication exercise the powers of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativehereunder.

Stockholder Representative. (a) The Company (and pursuant to By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Company Stockholder ConsentMerger, and the consummation of the Merger, executing a Joinder Agreement or Warrant Cancellation Agreement or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each of Company Indemnitor shall be deemed to have approved the Company’s stockholders) irrevocably appoints designation of, and hereby designates, Shareholder Representative Services LLC as the Stockholder Representative to act as representative, agent, proxy agent and attorney-in-fact for and on behalf of the Company Stockholders Indemnitors as of the Closing for all purposes under in connection with this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitationEscrow Agreement, the full power Paying Agent Agreement and authority the other agreements ancillary hereto, including to give and receive notices and communications, to authorize 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, to bring (or decide not to bring) actions on each such behalf of the Company Stockholder’s behalf to: Indemnitors, Selling Stockholders, Accredited Stockholders and Permitted Transferees to specifically enforce the terms of this Agreement, the Escrow Agreement, the Paying Agent Agreement and the other agreements ancillary hereto or for damages for breaches hereof or thereof, and to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under the terms of this Agreement, the Escrow Agreement or the Paying Agent Agreement. The Stockholder Representative may resign at any time upon at least ten (iii10) execute and deliver any terminationdays prior written notice to the Company Indemnitors. Such agency may be changed by the Company Indemnitors from time to time upon not less than ten (10) days prior written notice to Parent; provided, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as that the Stockholder Representative deems necessary in connection with exercising may not be removed unless the powers granted hereunder and, former holders of a majority of Company Capital Stock agree to such removal and to the identity of the substituted agent. A vacancy in the absence position of bad faith on Stockholder Representative may be filled by the part former holders of a majority of Company Capital Stock. No bond shall be required of the Stockholder Representative. After the Closing, will be entitled notices or communications 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 from the Stockholder Representative has incurred shall constitute notice to or reasonably expects to incur in connection with from the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeIndemnitors.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company execution and delivery of a Joinder Agreement and/or a Stockholder Written Consent, and the adoption of this Agreement and approval of the Merger by the Stockholders, and by receiving the benefits thereof, including any consideration payable hereunder, each of the Company’s stockholders) irrevocably appoints the Stockholder Indemnifying Parties shall be deemed to have agreed to appoint Shareholder Representative to act Services LLC as its representative, agent, proxy agent and attorney-in-fact as of the Closing, as the Stockholder Representative for and on behalf of the Company Stockholders Indemnifying Parties for all purposes in connection with this Agreement and any related agreements, including to give and receive notices and communications in respect of indemnification claims under this Agreement, to authorize payment to any Indemnified Party from the Merger Holdback Fund in satisfaction of any indemnification claims hereunder by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and otherwise compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification 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 such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in connection with each case relating to this Agreement or the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action mandated or permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to the terms of this Agreement in connection therewithor the agreements ancillary hereto. After the Closing, (iv) engage such counsel, experts and other agents and consultants as notices or communications to or from the Stockholder Representative deems necessary in connection with exercising shall constitute notice to or from the powers granted hereunder andIndemnifying Parties. A decision, in the absence of bad faith on the part act, consent or instruction of the Stockholder Representative, will be entitled including an amendment, extension or waiver of this Agreement pursuant 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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 terms hereof shall constitute a decision of the Company’s stockholders Indemnifying Parties and shall be final, conclusive and binding upon the Company. The Company Stockholders acknowledge that Indemnifying Parties; and Parent and Merger Sub will be entitled to conclusively their respective Affiliates (including the Surviving Corporation) may rely uponupon any such decision, without independent investigation, any act, notice, consent or instruction or communication of the Stockholder Representative as provided in this Section 10.1 as being the acts decision, act, consent or instruction of the Company Stockholders Indemnifying Parties. Parent and their respective Affiliates (including the Surviving Corporation) are hereby relieved from any liability to any Person (including the Stockholders) for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative. The Stockholder Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Stockholder Representative shall not be liable in any manner whatsoever for any action or omission pursuant to the advice of Parent counsel. The Indemnifying Parties shall indemnify the Stockholder Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Stockholder Representative, the Stockholder Representative will reimburse the Indemnifying Parties the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholder Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Indemnifying Parties under this Agreement at such time as such amounts would otherwise be distributable to the Indemnifying Parties; provided, that while the Stockholder Representative may be paid from the aforementioned sources of funds, this does not relieve the Indemnifying Parties from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Stockholder Representative be required to advance its own funds on behalf of the Indemnifying Parties or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Indemnifying Parties set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholder Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholder Representative or the termination of this Agreement. The Stockholder Representative may resign at any time. If the Stockholder Representative shall resign or be removed by the Indemnifying Parties, the Indemnifying Parties shall (by consent of those Persons entitled to at least a majority of the Merger Sub’s actionsConsideration]), within 10 days after such resignation or removal, appoint a successor to the Stockholder Representative. Any such successor shall succeed the former Stockholder Representative as applicablethe Stockholder Representative hereunder. Upon the Closing, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed Company will wire US$250,000 (the “Expense Fund”) to the Stockholder Representative, which will be used for any expenses incurred by the Stockholder Representative. The Indemnifying Parties will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Stockholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholder Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Stockholder Representative’s responsibilities, the Stockholder Representative will deliver any remaining balance of the Expense Fund to the Paying Agent for further distribution to the Indemnifying Parties. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Indemnifying Parties at the time of Closing.

Stockholder Representative. (a) The Company (By virtue of the approval and pursuant to adoption of this Agreement by the terms requisite vote of the Company Stockholder ConsentStockholders, each of the Company’s stockholdersCompany Stockholders (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under Delaware Law) irrevocably appoints shall be deemed to have agreed to appoint Xxxxxxxx X. Xxxxxx, Xx. as the Stockholder Representative to act as representative, agent, proxy be its agent and attorney-in-fact for and on behalf of the Company Stockholders for all purposes under this Agreementto give and receive notices and communications, to authorize payment to any Indemnified Party from the Merger Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and otherwise in connection compromises of, and demand arbitration or litigation and comply with the Contemplated Transactionsorders of courts and awards of arbitrators with respect to such claims, includingto assert, without limitationnegotiate, the full power enter into settlements and authority on each compromises of, and demand arbitration and litigation and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Stockholder or by any such Company Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Stockholder’s behalf to: , in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action permitted or called for specifically mandated by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to the terms of this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as or the Stockholder Representative deems necessary in connection with exercising Escrow Agreement. Such agency may be changed by the powers granted hereunder and, in Company Stockholders upon the absence of bad faith on the part written approval of the Stockholder Representativeholders of a majority in interest of the Pro Rata Portions of the Escrow Fund from time to time; provided, will be entitled to conclusively rely on the opinions and advice of such Personshowever, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses may not be removed unless holders of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf a two-thirds interest of the Company’s stockholders Escrow Fund agree in writing to such removal and to the Companyidentity of the substituted agent. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely uponNotwithstanding the foregoing, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided may resign at any time by providing written notice of intent to resign to the Company Stockholders, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the holders of a majority in this Section 10.1 as the acts interest of the Company Stockholders Escrow Fund. No bond shall be required of the Stockholder’s Representative, and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeRepresentative shall not receive any compensation for its services.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company execution and delivery of a Joinder Agreement and/or a Stockholder Written Consent, the adoption of this Agreement and approval of the Mergers by the Stockholders and without any further action of any of the Indemnifying Parties or the Company, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Indemnifying Parties shall be deemed to act have agreed to appoint and hereby does appoint Fortis Advisors LLC, a Delaware limited liability company, as its representative, agent, proxy exclusive agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Stockholders Indemnifying Parties for all purposes in connection with this Agreement and the Escrow Agreement, including to give and receive notices and communications in respect of indemnification claims under this Agreement, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of any indemnification claims hereunder 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 any such indemnification 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 such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Escrow Agreement, and to take or refrain from taking all other actions in the sole discretion of the Stockholder Representative that are either (i) necessary or appropriate in the sole judgment of the Stockholder Representative for the accomplishment of the foregoing, relating to the subject matter of this Agreement or the Escrow Agreement, or contemplated by or deemed advisable by the Stockholder Representative in connection with this Agreement, the Escrow Agreement or the Stockholder Representative Engagement Agreement. or (ii) specifically mandated or permitted by the terms of this Agreement or the Escrow Agreement. 71 Notwithstanding the foregoing, the Stockholder Representative shall have no obligation to act on behalf of the Indemnifying Parties, except as expressly provided herein, in the Escrow Agreement and in the Stockholder Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Stockholder Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The powers, immunities and rights to indemnification granted to the Stockholder Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Indemnifying Party and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Indemnifying Party of the whole or any fraction of his, her or its interest in the Escrow Fund. All actions taken by the Stockholder Representative 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 Stockholder’s behalf to: (i) receive notices Escrow Agreement or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder 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 Stockholder Representative deems necessary Engagement Agreement shall be binding upon each Indemnifying Party and such Indemnifying Party’s successors as if expressly confirmed and ratified in connection with exercising writing by such Indemnifying Party, and all defenses which may be available to any Indemnifying Party to contest, negate or disaffirm the powers granted hereunder and, in the absence of bad faith on the part action of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur taken in connection with the Company stockholders’ obligations good faith under this Agreement, the Merger and otherwise in connection with Escrow Agreement or the Contemplated TransactionsStockholder Representative Engagement Agreement are waived. The position of Stockholder Representative may be changed by the Indemnifying Parties from time to time upon not less than thirty (30) days prior written notice to Parent; provided, including amounts required to pay however, that the fees and expenses Stockholder Representative may not be removed unless holders of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf a two-thirds interest of the Company’s stockholders Escrow Fund agree to such removal and to the Companyidentity of the substituted Stockholder Representative. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely uponNotwithstanding the foregoing, without independent investigation, any act, notice, instruction or communication in the event of a resignation of the Stockholder Representative as provided or other vacancy in this Section 10.1 as the acts position of Stockholder Representative, such vacancy may be filled by the holders of a majority in interest of the Company Stockholders and will not Escrow Fund. No bond shall be liable in any manner whatsoever for any required of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. After the Closing, notices or communications to or from the Stockholder Representative shall constitute notice to or from the Indemnifying Parties.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder ConsentXxxxxx Xxxxxx Jurvetson Fund IX, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representativeL.P., agenta Cayman Islands exempted limited partnership, proxy and attorney-in-fact for the Company Stockholders 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 Stockholder’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 stockholder 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 shall serve as the Stockholder Representative deems necessary for and on behalf of the Stockholders to give and receive notices and communications, obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of or incurred by the Stockholder Representative in connection with exercising this Agreement, to authorize payment to any indemnified party under Article VIII from the powers granted hereunder andEscrow Funds in satisfaction of claims by any indemnified party, 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, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any indemnified party against any Stockholder or by any such Stockholder against any indemnified party or any dispute between any indemnified party and any such Stockholder, in each case relating to this Agreement or the absence transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of bad faith on the part Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Funds agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Funds. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as shall constitute notice to or from the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeStockholders.

Stockholder Representative. (a) The Company (Parent, Newco, the Surviving Corporation, their Affiliates, the Escrow Agent and pursuant the Paying Agent shall be entitled to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints deal exclusively with the Stockholder Representative with respect to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes matters arising under this Agreement, the Merger Escrow Agreements and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder under this Paying Agent Agreement, (iii) execute including the receipt of notices and deliver the exercise of any termination, amendment or waiver rights with respect to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ Newco’s obligations under this Agreement, the Merger Escrow Agreements and otherwise in connection with the Contemplated TransactionsPaying Agent Agreement, including amounts required to pay the 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 modification or amendment of the Company’s stockholders terms of such agreements, the waiver of conditions, and resolution of disputes or uncertainties arising thereunder, the execution and delivery of documents, the payment of amounts due and the Companydelivery and receipt of notice regarding indemnification matters. The Company Stockholders acknowledge that Parent Parent, Newco, the Surviving Corporation, their respective Affiliates, the Escrow Agent and Merger Sub will the Paying Agent shall be entitled to conclusively rely upon, without independent investigationand shall be fully protected in relying upon, any act, notice, instruction or communication the power and authority of the Stockholder Representative as provided in this Section 10.1 as without independent investigation. Parent, Newco, the Surviving Corporation, their respective Affiliates, the Escrow Agent and the Paying Agent shall have no liability to any holders of Company securities or any other constituencies for any acts or omissions of the Stockholder Representative (including any failure to deliver amounts paid to the Stockholder Representative on behalf of any holders of Company Stockholders and will not be liable in securities), or any manner whatsoever for any of Parent acts or Merger Sub’s actions, as applicable, omissions taken or not taken in reliance upon by Newco or any other Persons at the acts or omissions or communications or writings given or executed by direction of the Stockholder Representative. Notwithstanding the foregoing provisions of this Section 2.8(a) or any other Section in this Agreement, to the extent required by ERISA, the Stockholders Representative shall exercise its rights as Stockholders Representative with respect to the PPA Escrow Account at the direction of the ESOP Trustee, but only to the extent of the ESOP’s interest in the underlying matter.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of its approval of the Company Stockholder ConsentMerger or submission of the Transmittal Documentation (as applicable), each of the Company’s stockholders) irrevocably Securityholder designates and appoints the Stockholder Representative to act as representative, agent, proxy such Securityholder's agent and attorney-in-fact for with full power and authority to take any and all actions that the Company Stockholders for all purposes Stockholder Representative believes are necessary or appropriate under this Agreement, the Merger Exchange Agent Agreement and otherwise in connection with the Contemplated TransactionsEscrow Agreement for and on behalf of the Securityholder, as fully as if each Securityholder was acting on its own behalf, including, without limitation, the full power and authority on each such Company Stockholder’s Securityholder's behalf to: (i) to give and receive notices or and communications, to accept service of processprocess on behalf of such Securityholder pursuant to Section 11.11, (ii) to authorize, negotiate, determine, compromise, settle settle, agree to and take otherwise handle any adjustments to the Merger Consideration under Section 2.7 and Section 2.8 and other action permitted or called for by any Company stockholder under applicable provisions of this Agreement, (iii) to agree to, negotiate, enter into settlements and compromises of, and comply with Judgments of courts or other Governmental Authorities and awards of arbitrators, with respect to, any claims by any Purchaser Indemnified Party against any Securityholder or by any Securityholder against any Purchaser Indemnified Party, or any other dispute between any Purchaser Indemnified Party and any Securityholder, in each case relating to this Agreement or the transactions contemplated by this Agreement, (iv) to consummate the transactions contemplated herein, (v) to pay such Securityholder's portion of the Closing Expenses (whether incurred on or after the date hereof) and to retain amounts from the Merger Consideration for the purpose of paying expenses incurred by it pursuant to matters arising out of this Agreement or satisfying any post-Closing adjustment(s) to the Merger Consideration, (vi) to disburse any funds received hereunder to each Securityholder, (vii) to execute and deliver any terminationCertificates and execution of such further instruments as may be delivered to Purchaser, (viii) to interpret all of the terms and provisions of this Agreement, the Exchange Agent Agreement and the Escrow Agreement and to consent to, execute and deliver any amendment or waiver hereof or thereof on behalf of each such Securityholder, (ix) to take all other actions to be taken by or on behalf of such Securityholder in connection herewith, (x) to authorize payments to be made with respect to this Agreement in connection therewithand the Escrow Agreement, (ivxi) engage such counsel, experts to deal with Purchaser and other agents the Escrow and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations Exchange Agent under this Agreement, the Merger Exchange Agent Agreement and otherwise the Escrow Agreement with respect to all matters arising under each such Agreement, (xii) to take any and all other actions specified in or contemplated by this Agreement, the Exchange Agent Agreement and the Escrow Agreement, and to engage counsel, accountants or other agents in connection with the Contemplated Transactionsforegoing matters, including amounts required (xiii) to pay obtain reimbursement (whether or not out of the Stockholder Rep Expense Fund) as provided for herein for all out-of-pocket fees and expenses of professionals and other obligations of, or incurred by, the Stockholder Representative in connection with this Agreement, the Contemplated Transactions, Exchange Agent Agreement and the Escrow Agreement and (vixiv) to execute closing statements, settlement statements and funds flow statements on behalf take all actions that are either (A) necessary or appropriate in the judgment of the Company’s stockholders Stockholder Representative for the accomplishment of the foregoing or (B) specifically mandated by the terms of this Agreement. Notices or communications to or from the Stockholder Representative will constitute notice to or from each of the Securityholders for all purposes under this Agreement except where the context otherwise requires. The Stockholder Representative may delegate its authority as Stockholder Representative to any one of the Securityholders for a fixed or indeterminate period of time upon not fewer than 10 Business Days' prior written notice to the Purchaser in accordance with Section 11.2. Each successor Stockholder Representative has all of the power, authority, rights and privileges conferred by this Agreement upon the original Stockholder Representative, and the Companyterm "Stockholder Representative" as used in this Agreement includes any successor Stockholder Representative. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely uponA decision, without independent investigation, any act, noticeconsent or instruction of the Stockholder Representative constitutes a decision of all the Securityholders (except where the context otherwise requires) and is final, binding and conclusive upon the Securityholders, and the Purchaser and any Indemnified Party may rely upon any such decision, act, consent or instruction or communication of the Stockholder Representative as provided being the decision, act, consent or instruction of the Securityholders. The Purchaser is hereby relieved from any Liability to any Person for any acts done or omissions by the Purchaser in this Section 10.1 accordance with such decision, act, consent or instruction of the Stockholder Representative (so long as the acts Purchaser did not act in a manner constituting fraud, gross negligence or willful misconduct). Without limiting the generality of the Company Stockholders foregoing, the Purchaser is entitled to rely, without inquiry, upon any document delivered by the Stockholder Representative as being genuine and will not be liable in any manner whatsoever for any of Parent correct and having been duly signed or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed sent by the Stockholder Representative. The Stockholder Representative will have no Liability to any Person for any act done or omitted under this Agreement as the Stockholder Representative while acting in good faith and not in a manner constituting gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith. The Securityholders will severally indemnify and hold harmless the Stockholder Representative from and against any Losses the Stockholder Representative may suffer as a result of any such action or omission. The Stockholder Representative will receive no compensation for services as the Stockholder Representative. The Securityholders will reimburse, on a pro rata basis in proportion to their interest in the Merger Consideration, the Stockholder Representative for professional fees and expenses of any attorney, accountant or other advisors retained by the Stockholder Representative and other reasonable out-of-pocket expenses incurred by the Stockholder Representative in connection with the performance of the Stockholder Representative's duties under this Agreement. An amount equal to $250,000 (the "Stockholder Rep Expense Fund") will be deducted from the Merger Consideration and delivered to the Stockholder Representative at the Closing to be held in trust to cover and reimburse the out-of-pocket fees and expenses incurred by the Stockholder Representative for its obligations in connection with this Agreement, the Escrow Agreement and the Exchange Agent Agreement, with any balance of the Stockholder Rep Expense Fund not incurred for such purposes to be returned to the Securityholders on a pro rata basis. This appointment and grant of power and authority by the Securityholders to the Stockholder Representative pursuant to this Section 11.1 is coupled with an interest, is in consideration of the mutual covenants made in this Agreement, is irrevocable and may not be terminated by the act of any Securityholder or by operation of Law, whether upon the death or incapacity of any Securityholder, or by the occurrence of any other event.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentapproval of the Merger and this Agreement by the requisite vote of the Preferred Stockholders, each of the Company’s stockholders) irrevocably appoints Preferred Stockholder shall be deemed to have agreed to appoint the Stockholder Representative to act as representative, agent, proxy its agent and attorney-in-fact fact, for and on behalf of the Company Stockholders for all purposes under this AgreementPreferred Stockholders, as the Merger Stockholder Representative, as its agent and otherwise in connection with the Contemplated Transactionsattorney-in-fact, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder 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 Stockholder Representative deems for and on behalf of the Preferred Stockholders, to take any action and all actions which it believes are necessary or appropriate pursuant to or in connection with exercising this Agreement and the powers granted hereunder andEscrow Agreement, to give and receive notices and communications, to authorize payment to any KIT Indemnified Parties in satisfaction of claims by any such KIT Indemnified Parties, to object to payments from the Escrow Fund, 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 with respect to such claims that are either (i) necessary or appropriate in the absence judgment of bad faith the Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement including engaging counsel and such accountants or other advisors and incur expenses in connection with this Agreement or the Escrow Agreement as the Stockholder Representative may in its sole discretion deem appropriate. Such agency may be changed by Preferred Stockholders who held a majority of the Capital Stock of the Company immediately prior to the Effective Time (calculated on an as-converted to Common Stock basis, voting together as a single class) (such Preferred Stockholders, collectively the part “Majority Stockholders”) at any time or from time to time upon not less than thirty (30) days prior written notice to KIT, and the Stockholder Representative may not be removed unless the Majority Stockholders agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, the Stockholder Representative may resign at any time on notice to KIT, and a replacement Stockholder Representative shall be elected by those Preferred Stockholders who held a majority of the Capital Stock of the Company outstanding immediately prior to the Effective Time (determined on an as-converted to Common Stock basis, voting together as a single class); provided, further, that any successor Stockholder Representative, shall not resign until and unless a successor Stockholder Representative shall have been appointed. The foregoing notwithstanding any replacement or successor Stockholder Representative shall be subject to the approval of KIT, which approval shall not be unreasonably withheld. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for his services. Written notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as shall constitute notice to or from the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativePreferred Stockholders.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentapproval of this Agreement by the requisite vote of the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Stockholders shall be deemed to act have agreed to appoint Xxxxx Xxxxx as representative, agent, proxy its agent and attorney-in-fact for the Company Stockholders for all purposes under this Agreementfact, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder 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 Stockholder Representative deems necessary for and on behalf of the Escrow Participants to give and receive notices and communications, obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of or incurred by the Stockholder Representative in connection with exercising this Agreement, to authorize payment to any Indemnified Party from the powers granted hereunder andEscrow 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 comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Party against any Escrow Participant or by any such Escrow Participant against any Indemnified Party or any dispute between any Indemnified Party and any such Escrow Participant, in each case relating to this Agreement or the absence transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of bad faith on the part Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Escrow Participants from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, 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. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as shall constitute notice to or from the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeEscrow Participants.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company execution and delivery of a Joinder Agreement and/or a Stockholder Written Consent, and the adoption of this Agreement and approval of the Mergers by the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Indemnifying Parties shall be deemed to have agreed to appoint Shareholder Representative to act Services LLC as its representative, agent, proxy agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Stockholders Indemnifying Parties for all purposes in connection with this Agreement and any agreements ancillary hereto, including to give and receive notices and communications in respect of indemnification claims under this Agreement, to authorize payment to any Indemnified Party from the Merger Escrow Fund in satisfaction of any indemnification claims hereunder by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and otherwise compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification 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 such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in connection with each case relating to this Agreement or the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action specifically mandated or permitted or called for by any Company stockholder under the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, (iii) execute and deliver any terminationhowever, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as that the Stockholder Representative deems necessary in connection with exercising may not be removed unless holders of a two-thirds interest of the powers granted hereunder andEscrow Fund agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, in the absence event of bad faith on a resignation of the part Stockholder Representative or other vacancy in the position of Stockholder Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative. After the Closing, will be entitled notices or communications 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 from the Stockholder Representative has incurred shall constitute notice to or reasonably expects to incur in connection with from the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeIndemnifying Parties.

Stockholder Representative. (a) The Company (and pursuant to the terms By voting in favor of the Company Stockholder Consent, each adoption of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger or participating in the Merger and otherwise receiving the benefits thereof, including the right to receive the consideration payable in connection with the Contemplated TransactionsMerger, includingeach Company Holder shall be deemed to have approved the designation of, and hereby designates, Shareholder Representative Services LLC as the Stockholder Representative of the Closing for all purposes in connection with this Agreement and the agreements ancillary hereto. Each of the Company, the Surviving Company, Buyer, First Merger Sub and the Company Holders hereby acknowledges and agrees that the Stockholder Representative shall have full, sole and exclusive power and authority to enter into this Agreement, any other Transaction Documents and/or any other document or agreement reasonably related to the powers and duties of the Stockholder Representative set forth herein, and to take all actions which it believes are necessary or appropriate under this Agreement and any other Transaction Document (whether on behalf of itself and/or any of the Company Holders), including without limitation: (i) giving and receiving any notices, documents and instructions permitted or required under this Agreement or any other Transaction Document; (ii) receiving and accepting legal process in connection with any suit or Proceeding arising under this Agreement or any other Transaction Document; (iii) interpreting all of the terms and provisions of this Agreement or any other Transaction Document; (iv) authorizing payments to be made with respect to this Agreement and any other Transaction Document; (v) bringing claims with respect to, or waiving, any inaccuracies in the representation and warranties of Buyer and First Merger Sub contained in this Agreement or any other Transaction Document; (vi) defending and making: (A) any post-closing adjustment claim pursuant to Section 1.13), (B) any indemnity claim pursuant to Section 7.2 of this Agreement and/or (C) any other claims arising under or related to this Agreement and/or any other Transaction Document (including any and all transactions contemplated thereby) (each, a “Stockholder Claim” and collectively, the full “Stockholder Claims”), (vii) consenting to, compromising or settling any and all Stockholder Claims; (viii) conducting negotiations with any Buyer Indemnified Person, any other Person and/or their respective agents regarding any and all Stockholder Claims; (ix) being indemnified pursuant to Section 7.2(b) or otherwise; (x) taking all other actions specified in or contemplated by this Agreement or any other Transaction Document; and (xi) engaging counsel, accountants or other representatives in connection with any of the foregoing matters. Without limiting the generality of the foregoing, the Stockholder Representative shall have the full, sole and exclusive power and authority on each such behalf of itself and the Company Stockholder’s behalf to: (i) receive notices or service of processHolders, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) to execute and deliver all documents necessary or desirable to carry out the intent, and to consent to any termination, amendment hereof or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and any other agents and consultants as Transaction Document. Any decision and/or action taken by the Stockholder Representative deems necessary in connection with exercising pursuant to the powers authority granted hereunder and, in the absence of bad faith on the part herein shall be effective and absolutely binding upon all of the Stockholder RepresentativeCompany Holders and no Company Holder shall have the right to object, will be entitled to conclusively rely on dissent, protest or otherwise contest the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts same. It is acknowledged that the Stockholder Representative has incurred or reasonably expects and its representatives have the sole and exclusive authority to incur in connection with negotiate, settle and/or resolve claims against the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required Holders hereunder and/or any other Transaction Document (other than claims which relate solely to pay the 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’s stockholders and the Company. The a particular Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeHolder).

Stockholder Representative. (a) The Company JA Holding, LLC (such Person, and pursuant any successor or successors, is referred to as the terms “Stockholder Representative”) shall act as the representative of the Company Stockholder ConsentStockholders and Optionholders, each and shall be authorized to act on behalf of the Company’s stockholders) irrevocably appoints Stockholders and Optionholders and to take any and all actions required or permitted to be taken by the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection including with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: respect to (i) receive notices or service the calculation of process, Closing Working Capital pursuant to Section 1.13; (ii) negotiate, determine, compromise, settle and take any other action permitted amendment or called for by any Company stockholder under modification of this Agreement, provided that if any such amendment or modification is materially disproportionately adverse to the interests of a particular Stockholder, then such amendment or modification shall require the written approval of such Stockholder and the Stockholder Representative shall not be authorized to approve such amendment or modification on behalf of such Stockholder; and (iii) execute determining the amount of the Reserve to be retained and deliver the amount, timing and circumstances of any terminationdistribution from the Reserve. JA Holding, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants LLC shall not receive compensation for its services as the Stockholder Representative. The Stockholders and Optionholders shall be bound by all actions taken by the Stockholder Representative deems necessary in connection with exercising its capacity thereof. The Stockholder Representative shall promptly, and in any event within ten (10) Business Days, provide written notice to the powers granted hereunder andStockholders and Optionholders of any action taken on behalf of the Stockholders and Optionholders by the Stockholder Representative pursuant to the authority delegated to the Stockholder Representative under this Section. The Stockholder Representative shall, at all times, act in its capacity as Stockholder Representative in a manner that the Stockholder Representative believes to be in the absence best interest of bad faith on the part Stockholders and Optionholders. Neither the Stockholder Representative nor any of its Representatives shall be liable to any Stockholder or any other Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or the other Transaction Documents, except in the case of the Stockholder Representative’s willful misconduct. The Stockholder Representative may consult with legal counsel, will independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of counsel, accountants, or experts. The Stockholder Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants, or conditions of this Agreement or the other Transaction Documents. As to any matters not expressly provided for in this Agreement or the other Transaction Documents, the Stockholder Representative shall not be required to exercise any discretion or take any action. The Stockholder Representative shall 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing all statements, settlement statements representations and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts decisions of the Company Stockholders and will not be liable in or any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeStockholder.

Stockholder Representative. (a) The Company (11.14.1. By virtue of the approval of the Asset Sale and pursuant to this Agreement by the terms requisite vote of the stockholders, the stockholders of the Company Stockholder Consentshall be deemed to have agreed to appoint Inthinc Investors, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act L.P., a Delaware limited partnership, as representative, agent, proxy their agent and attorney-in-fact fact, as the “Stockholder Representative”, with full power of substitution, for and on behalf of the stockholders of the Company Stockholders for all purposes under to give and receive notices and communications, to authorize payment of expenses relating to the transactions contemplated by this Agreement, the Merger representation of the stockholders of the Company in post-Closing adjustment and otherwise indemnification proceedings hereunder and thereunder, to authorize payment to any Purchaser Indemnified Party in connection with the Contemplated TransactionsEscrow Agreement in satisfaction of claims by any Purchaser Indemnified Party, includingto object to such payments, without limitationto agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Purchaser Indemnified Party against any stockholder or by any such stockholder against any Purchaser Indemnified Party or any dispute between any Purchaser Indemnified Party and any such stockholder, in each case relating to this Agreement or the full power transactions contemplated hereby, and authority on each execute such Company Stockholder’s behalf to: further agreements or instruments of assignment as the Purchaser Parties shall reasonably request or which such Stockholder Representative shall consider necessary or proper to effectuate the transactions contemplated by this Agreement, to have the right to waive, modify or amend any of the terms of this Agreement, and to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action permitted or called for specifically mandated by any Company stockholder under the terms of 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 Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part . No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Notices or reasonably expects communications to incur in connection with or from the Company stockholders’ obligations under this Agreement, Stockholder Representative shall constitute notice to or from the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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 stockholders of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative.

Stockholder Representative. (a) The Company (Stockholders, by virtue of their approval of this Agreement, will be deemed to have irrevocably constituted and pursuant to the terms appointed, effective as of the Company Effective Time, Xxxx Xxxxxxxx, together with his permitted successors (the “Stockholder ConsentRepresentative”), each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy their true and lawful agent and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the Merger and otherwise to enter into any agreement in connection with the Merger and the Contemplated Transactions, includingto exercise all or any powers, authority and discretion to waive any terms and conditions of this Agreement, to give and receive notices on their behalf and to be their exclusive representative with respect to any such matter or Proceeding arising with respect to this Agreement or the Contemplated Transactions, including without limitation, the full defense, settlement or compromise of any claim, action or proceeding for which a Parent Indemnified Person or the Stockholders may be entitled to indemnification and the Stockholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and authority on each such Company Stockholderis irrevocable. The Stockholder Representative shall not be liable for any action taken or not taken by the Stockholder Representative in connection with the Stockholder Representative’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 stockholder obligations under this Agreement. The Stockholder Representative shall at all times be entitled to rely on any directions received from the Majority Holders; provided, (iii) execute however, that the Stockholder Representative shall not be required to follow any such direction, and deliver shall be under no obligation to take any termination, amendment or waiver to this Agreement action in connection therewith, (iv) engage such counsel, experts and other agents and consultants its capacity as the Stockholder Representative, unless the Stockholder Representative deems necessary has funds available in connection the Expense Fund and/or has been provided with exercising the powers granted hereunder andother funds, security or indemnities which, in the absence of bad faith on the part sole determination of the Stockholder Representative, will be entitled are sufficient 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 protect the Stockholder Representative has against the costs, expenses and liabilities which may be incurred by the Stockholder Representative in responding to such direction or reasonably expects taking such action. The Stockholders shall indemnify the Stockholder Representative against any loss, liability or expenses arising out of actions taken or omitted to incur be taken in connection with its capacity as the Company stockholders’ obligations under this Agreement, Stockholder Representative (except for those arising out of the Merger and otherwise in connection with the Contemplated TransactionsStockholder Representative’s gross negligence or willful misconduct), including amounts required to pay the fees costs and expenses of professionals incurred investigation and defense of claims. If the Stockholder Representative shall be unable or unwilling to serve in connection with such capacity, the Contemplated TransactionsStockholder Representative’s successor shall be named by the Majority Holders, (vi) to execute closing statements, settlement statements who shall serve and funds flow statements on behalf of exercise the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication powers of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativehereunder.

Stockholder Representative. (a) The Company (and pursuant to the terms Each of the Company Stockholder ConsentStockholders, each by the execution and delivery of the Company’s stockholders) irrevocably appoints this Agreement, hereby appoint the Stockholder Representative to act as such Stockholder’s representative, agent, proxy and attorney-in-fact for and agent, with full power of substitution to act in the Company Stockholders for all purposes under name, place and stead of such Stockholder, to act on behalf of such Stockholder in any amendment of or litigation or dispute involving this Agreement, including defending, negotiating, settling or otherwise dealing with claims under Sections 1.4 or 1.5 or Article VII hereof or under any Related Agreements, and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Merger and otherwise Stockholder Representative shall deem necessary or appropriate in connection conjunction with any of the Contemplated Transactionstransactions contemplated by this Agreement, including, without limitation, including the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) to negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any terminationall ancillary agreements, amendment or waiver to this Agreement in connection therewithstatements, (iv) engage such counselcertificates, experts notices, approvals, extensions, waivers, undertakings, amendments and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will documents required or permitted to 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 Stockholder Representative has incurred or reasonably expects to incur given in connection with the Company stockholders’ obligations consummation of the transactions contemplated by this Agreement or any other Related Agreement; (ii) to give and receive all notices and communications to be given or received under this Agreement, the Merger Agreement or any other Related Agreement and otherwise to receive service of process in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, any disputes or claims hereunder or thereunder; (viiii) to execute closing statementsauthorize payment to any Blackbaud Indemnified Party for the Escrow Funds in satisfaction of claims by any Blackbaud Indemnified Party, settlement statements or to object to such payments, to agree to, negotiation, enter into settlements and funds flow statements compromises of, and comply with orders of courts with respect to such claims or with respect to any other claim involving a dispute between a Blackbaud Indemnified Party and a Stockholder relating to this Agreement or the transactions contemplated hereby; and (iv) to take any and all additional actions as is contemplated to be taken by or on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeterms of this Agreement.

Stockholder Representative. (a) The Company (and By the approval of this Agreement pursuant to the terms DGCL, the Stockholder Consent and the Letter of Transmittal, the Company Stockholder Consent, each of the Company’s stockholders) Stockholders and Company Optionholders irrevocably appoints the Stockholder Representative to act appoint and constitute Xxxx Xxxxxx as representative, agent, proxy and attorney-in-fact for fact, with full power of substitution, to act on behalf of the Company Stockholders and Company Optionholders for all purposes under this Agreementcertain limited purposes, as specified herein (the Merger and otherwise in connection with the Contemplated Transactions“Stockholder Representative”), including, without limitation, including the full power and authority to act on each such the Company Stockholder’s Stockholders’ and Company Optionholders’ behalf to: (i) receive notices or service of processas provided in Section 2.14(b). The Company Stockholders and Company Optionholders, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under approving this Agreement, (iii) execute further agree that such agency, proxy and deliver any terminationattorney-in-fact are coupled with an interest, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as are therefore irrevocable without the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part consent of the Stockholder Representative, will except as provided in Section 2.14(c), and shall be binding upon the successors, heirs, executors, administers and legal representatives of each Stockholder and shall not be affected by, and shall survive, the death, incapacity, bankruptcy, dissolution or liquidation of any Company Stockholder or Company Optionholder. All decisions, actions, consents and instructions by the Stockholder Representative shall be binding upon all of the Company Stockholders and Company Optionholders, and no Company Stockholder or Company Optionholder shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction. The Acquiror and Sub shall be entitled to conclusively rely on the opinions and advice of such Personsany decision, (v) receive funds and make action, consent or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as being the acts decision, action, consent or instruction of the Company Stockholders and will not be liable Company Optionholders, and the Acquiror and Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any manner whatsoever for any of Parent such decision, act, consent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeinstruction.

Stockholder Representative. (a) The Company (and pursuant to the terms Appointment of the Company Stockholder ConsentRepresentative. Element Partners II, each of L.P., a Delaware limited partnership, in the Company’s stockholders) irrevocably appoints the Stockholder Representative capacity as Stockholders Representative, shall have full power and authority to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for take all purposes actions under this Agreement, the Merger Note and otherwise in connection with the Contemplated TransactionsEarn-Out Agreement that are to be taken by the Stockholders Representative. The Stockholders Representative shall take any and all actions which it believes are necessary or appropriate under this Agreement, the Note and the Earn-Out Agreement and the transactions contemplated hereby and thereby, including, without limitation, giving and receiving any notice or instruction permitted or required under this Agreement, the Note or the Earn-Out Agreement by the Stockholders Representative, interpreting all of the terms and provisions of this Agreement, the Note or the Earn-Out Agreement, authorizing payments to be made with respect to this Agreement, the Note and the Earn-Out Agreement and the transactions contemplated hereby and thereby, obtaining reimbursement as provided for in this Agreement, the Note and the Earn-Out Agreement for all out-of-pocket fees and expenses and other obligations of or incurred by the Stockholders Representative in connection with this Agreement, the Note and the Earn-Out Agreement and the transactions contemplated hereby and thereby, dealing with Parent and the Surviving Corporation under this Agreement, the Note and the Earn-Out Agreement, taking any other actions specified in or contemplated by this Agreement, the Note and the Earn-Out Agreement, using the Stockholders Representative Expense Fund to pay any out-of-pocket fees and expenses and other obligations of or incurred by the Stockholders Representative in connection with this Agreement, the Note and the Earn-Out Agreement and the transactions contemplated hereby and thereby or to pay any amounts required to be paid hereunder by the Company Stockholders or any Company Stockholder (which amounts paid shall be deemed to have been paid or distributed to the Company Stockholder for which they were paid), and engaging counsel, accountants or other representatives in connection with the foregoing matters. Without limiting the generality of the foregoing, the Stockholders Representative shall have the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service to interpret all the terms and provisions of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder 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 Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders Note and the Company. The Company Earn-Out Agreement and to consent to any amendment hereof in its capacity as Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consent, each approval of the Company’s stockholdersMerger Agreement by the holders of Company Common Stock and Company Preferred Stock (as such terms are defined in the Merger Agreement), John A. Friede shall (subject to Section 7(e) irrevocably appoints hereof) be the Stockholder Representative to act Stockhoxxxx Xxxxxxxxxative hereunder and shall be constituted and appointed as representative, agent, proxy agent and attorney-in-fact for and on behalf of each of the Company Stockholders. The Stockholder Representative shall have full power and authority to represent all of the Stockholders for and their successors with respect to all purposes matters arising under this Agreement, Agreement and all actions taken by the Merger Stockholder Representative hereunder and otherwise thereunder shall be binding upon all Stockholders and their successors as if expressly confirmed and ratified in connection with the Contemplated Transactionswriting by each of them, including, without limitation, resolving all claims relating to the Escrow Fund and any indemnification claims and obligations. The Stockholder Representative shall take any and all actions which such Stockholder Representative believes are necessary or appropriate under this Agreement for and on behalf of the Stockholders, as fully as if such Stockholder Representative were acting on his own behalf, including (without limitation) consenting to, compromising or settling issues with respect to the Escrow Fund and all such indemnity claims with Acquiror Indemnified Parties under this Agreement, taking any and all other actions specified in or contemplated by this Agreement, and engaging counsel or accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, the Stockholder Representative shall have full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service to interpret all the terms and provisions, and to consent to any amendment, of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder 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 Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders all Stockholders and the Companysuch successors. The Company Stockholders acknowledge that Parent and Merger Sub will No bond shall be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication required of the Stockholder Representative as provided and the Stockholder Representative shall receive no compensation for services hereunder; provided, however, that Stockholder Representative shall be entitled to reimbursement for reasonable expenses incurred by Stockholder Representative in this Section 10.1 as the acts performing his duties hereunder (including reasonable attorneys' fees), which reimbursement shall be made solely out of the Company Stockholders and will not be liable in any manner whatsoever Escrow Assets Available for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon Release after the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeGeneral Escrow Termination Date.

Stockholder Representative. (a) The Company (By the execution and pursuant to the terms delivery of the Company Stockholder Consentits respective Letter of Transmittal, each of Seller hereby irrevocably constitutes and appoints Fortis Advisors LLC as the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy true and lawful agent and attorney-in-fact for of such Seller with full power of substitution to act jointly in the name, place and stead of the Sellers with respect to the transfer of the shares of Company Stockholders for all purposes under Capital Stock owned by the Sellers to Parent in accordance with the terms and provisions of this Agreement, and to act on behalf of the Merger Sellers in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and otherwise things, and to execute all such documents as the Stockholder Representative shall deem necessary or appropriate in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for transactions contemplated by any Company stockholder under this Agreement, including the power to (iiii) execute and deliver any terminationall amendments, amendment or waiver to this Agreement in connection therewithwaivers, (iv) engage such counselancillary agreements, experts stock powers, certificates and other agents and consultants as documents that the Stockholder Representative deems necessary or appropriate in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part consummation of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Personstransactions contemplated by this Agreement, (vii) receive funds and funds, make or release payments of funds funds, and to withhold a portion of any amounts to be paid to the Sellers hereunder or any other payments to be made pursuant to this Agreement to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholdersSellers’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactionstransactions contemplated by this Agreement, (viiii) to execute closing statements, settlement statements and funds flow statements do or refrain from doing any further act or deed on behalf of the Company’s stockholders Sellers that the Stockholder Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as the CompanySellers could do if personally present, and (iv) receive service of process in connection with any claims under this Agreement. The Company Stockholders acknowledge that Parent Notwithstanding the foregoing, the Stockholder Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Paying Agent Agreement, the Escrow Agreement and Merger Sub will be entitled to conclusively rely uponin the Stockholder Representative Engagement Agreement, without independent investigationand for purposes of clarity, any act, notice, instruction or communication there are no obligations of the Stockholder Representative as provided in this Section 10.1 as any ancillary agreement, schedule, exhibit or the acts Disclosure Schedule. The Stockholder Representative shall be entitled to: (i) rely upon the Allocation Schedule, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent applicable Seller or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeother Party.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act is hereby irrevocably appointed as the representative, agent, proxy proxy, and attorney-in-fact (with full power of substitution) for all the Company Stockholders Selling Equityholders and for all purposes under this Agreement, Agreement and the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, other Transaction Documents including the full power and authority on each behalf of the Selling Equityholders (and the Stockholder Approval and the Letter of Transmittal will expressly ratify and approve such Company Stockholder’s behalf to: designation): (i1) receive notices to consummate the transactions contemplated under this Agreement and the other Transaction Documents and the other agreements, instruments, and documents contemplated hereby or service of processthereby or executed in connection herewith or therewith (including to execute any document or certificate necessary or advisable in order to consummate the transactions contemplated hereby or thereby), (ii2) negotiateto negotiate and settle disputes arising under, determineor relating to, compromisethis Agreement and the other Transaction Documents and the other agreements, settle instruments, and take documents contemplated hereby or thereby or executed in connection herewith or therewith, (3) to receive and disburse to, or engage the Paying Agent to receive and disburse to, the Selling Equityholders any other action permitted or called for by any Company stockholder funds received on behalf of the Selling Equityholders under this AgreementAgreement or otherwise, (iii4) to withhold, or cause the Paying Agent to withhold, any amounts received on behalf of the Selling Equityholders pursuant to this Agreement or otherwise to satisfy any and all obligations or liabilities incurred by the Selling Equityholders, the Paying Agent or the Representative in the performance of their duties hereunder or under the other Transaction Documents, (5) to execute and deliver any termination, amendment or waiver to this Agreement and the other Transaction Documents and the other agreements, instruments, and documents contemplated hereby or thereby or executed in connection therewithherewith or therewith (without the prior approval of the Selling Equityholders), (iv6) engage to execute and deliver any other agreements, instruments, and documents in connection therewith (without the prior approval of the Selling Equityholders), and (7) to take all other actions to be taken by or on behalf of the Selling Equityholders in connection with this Agreement and the other Transaction Documents and the other agreements, instruments, and documents contemplated hereby or thereby or executed in connection herewith or therewith (including engaging and instructing the Paying Agent). The Selling Equityholders, by approving this Agreement, further agree that such counselagency and proxy are coupled with an interest, experts and other agents and consultants as are therefore irrevocable without the consent of the Stockholder Representative deems necessary in connection with exercising and shall survive the powers granted hereunder anddeath, in incapacity, bankruptcy, dissolution or liquidation of any Selling Equityholder. All decisions and actions by the absence of bad faith on the part Stockholder Representative shall be binding upon all of the Selling Equityholders and no Selling Equityholder shall have the right to object, dissent, protest or otherwise contest the same. The Stockholder RepresentativeRepresentative shall not have the authority to increase the liability of any Selling Equityholder on a non pro rata basis. If an allocation is not otherwise provided for in this Agreement, will the Stockholder Representative shall, or may instruct the Paying Agent to, distribute funds to the Selling Equityholders in its discretion. The Company, the Surviving Company, Purchaser, Merger Sub, the Escrow Agent and the Paying Agent shall 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely uponrely, without independent verification or investigation, upon any act, notice, instruction such decision or communication action of the Stockholder Representative as provided being the binding decision or action of every Selling Equityholder and none of Purchaser, Merger Sub or their respective shareholders, directors, officers or Affiliates shall be liable to any Selling Equityholder or any other Persons for any actions taken or omitted from being taken by it in accordance with or reliance upon any such decision or action of the Stockholder Representative. The Stockholder Representative shall have no duties or obligations to the Selling Equityholders hereunder, except as expressly set forth in this Section 10.1 as the acts of the Company Stockholders Agreement, and will not no implied covenants, agreements, functions, duties, responsibilities, obligations or liabilities shall be liable in any manner whatsoever for any of Parent read into this Agreement, or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by shall otherwise exist against the Stockholder Representative.

Stockholder Representative. The Sellers shall, by executing the Agreement shall be deemed to have consented to and approved: (ai) The Company (and pursuant to the terms use of the Company Escrow Account to satisfy the claims and rights under Article IX hereof and otherwise in accordance with this Agreement; (ii) the appointment of dr. Pál Jalsovszky (the “Stockholder Consent, Representative”) as the representatives in accordance with this Section 11.16 hereof as representative of each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Seller and as representative, agent, proxy and attorney-in-fact and agent for the Company Stockholders for all purposes under this Agreementand on behalf of each such Seller. Upon appointment, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the Stockholder Representative shall have full power and authority authority, including power of substitution, acting in the name of and for and on each behalf of such Company Stockholder’s behalf to: Seller, to take any and all actions and make any and all decisions under this Agreement and the other Ancillary Agreements which the Stockholder Representative, in its sole discretion, deems necessary or proper, including (i) receive notices to amend, waive or service consent to any provision of processthis Agreement and the other Ancillary Agreements, (ii) to negotiate, determinesettle, compromise, settle and take any other action permitted compromise or called for by any Company stockholder under this Agreementotherwise resolve all claims relating to indemnification or reimbursement pursuant to Article IX in its sole discretion, (iii) execute to do all other things and deliver any termination, amendment to take all other actions under or waiver related to this Agreement and the other Ancillary Agreements which, in connection therewiththeir discretion, they may consider necessary or proper to effectuate the transactions contemplated hereunder and thereunder to enforce and to protect the rights and interests of the Sellers (including the Stockholder Representative, in its capacity as a Seller) and to enforce and protect the rights and interests of the Stockholder Representative arising out of or under or in any manner relating to this Agreement and the other Ancillary Agreements, (iv) engage to resolve any dispute with Purchaser and its Affiliates over any aspect of this Agreement and the other Ancillary Agreements on behalf of such counselSellers, experts and other agents (v) to enter into any contract, in each case to effectuate any of the foregoing from time to time which shall have the effect of binding such Sellers as if such Sellers had personally entered into such contract or made such decision or taken such action. All decisions and consultants as determinations made by the Stockholder Representative deems necessary shall be deemed to have been made on behalf of all of the Sellers. A decision, act, consent or instruction of the Stockholder Representative will constitute a decision of all the Sellers and will be final, binding and conclusive upon each such Seller, and Purchaser and its Affiliates may rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of each such Seller. Purchaser and its Affiliates are hereby relieved from any damages to any person for any acts done by it in connection accordance with exercising such decision, act, consent or instruction of the powers granted Stockholder Representative. Any person required to give notice to the Sellers hereunder andshall be deemed to have validly delivered such notice if such notice was delivered to the Stockholder Representative in accordance with the provisions of Section 11.1. Upon the resignation, death, disability or refusal to act of the Stockholder Representative, the Sellers may appoint a successor Stockholder Representative. If within 15 days of such resignation, death, disability or refusal to act, a successor Stockholder Representative is not appointed pursuant to the preceding sentences of this Section 11.15, the Sellers having an aggregate ownership interest of more than 50 percent may appoint a successor Stockholder Representative by written consent or at a meeting of the Sellers called for the purpose of electing a successor Stockholder Representative. If the Sellers fail to appoint a successor Stockholder Representative, any holder of an ownership interest may petition any court of competent jurisdiction for the appointment of a successor Stockholder Representative. This appointment and power of attorney shall be deemed coupled with an interest, and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, whether by death, incapacity, liquidation, or dissolution of any Seller or the occurrence of any other event or events, including assignment by an Seller of any portion of such Seller’s interest hereunder. In the event this Agreement is terminated pursuant to Article X prior to Closing, the appointment contemplated by this Section 11.15 shall immediately terminate. The Stockholder Representative shall not be liable to any party hereto for any action taken or not taken by him or her under the terms hereof or the terms of his or hers appointment as Stockholder Representative, in the absence of bad faith gross negligence or willful misconduct on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make his or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeher part.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentexecution and delivery of a Joinder Agreement, and the adoption of this Agreement and approval of the Mergers by the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Contributing Equityholders shall be deemed to act have agreed to appoint Xxxxx Xxxx as representative, agent, proxy its agent and attorney-in-fact and as the Stockholder Representative with full power and authority to act for and on behalf of the Company Stockholders for Contributing Equityholders to pay each such Contributing Equityholder’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, to receive, give receipt and disburse any funds received hereunder or on behalf of or to each such Contributing Equityholder, to negotiate, settle, compromise and make any required payments from the Escrow Funds on behalf of all purposes Contributing Equityholders, to give and receive notices and communications on behalf of any Contributing Equityholder or all Contributing Equityholders collectively, both generally with respect to matters contemplated by this Agreement or more specifically in respect of indemnification claims under this Agreement, to authorize payment from the Merger Escrow Funds in satisfaction of any indemnification claims hereunder, to object to such payments, to agree to, negotiate, enter into settlements and otherwise compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification or other 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 such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in connection with each case relating to this Agreement or the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action permitted or called for specifically mandated by any Company stockholder under the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, (iii) execute and deliver any terminationhowever, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as that the Stockholder Representative deems necessary may not be removed unless holders of a majority in connection with exercising interest of the powers granted hereunder andEscrow Funds agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, in the absence event of bad faith on a resignation of the part Stockholder Representative or other vacancy in the position of Stockholder Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow Funds. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in shall constitute notice to or from the Indemnifying Parties. The agency and proxy granted to the Stockholder Representative pursuant to this Section 10.1 as 7.6(a) are coupled with an interest, and are therefore irrevocable without the acts consent of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actionsholder, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by unless otherwise agreed to between the Stockholder RepresentativeRepresentative and any such Person in writing.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentexecution and delivery of a Joinder Agreement, and the adoption of this Agreement and approval of the Merger by the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Indemnifying Parties shall be deemed to have agreed to appoint Shareholder Representative to act Services LLC as representative, agent, proxy its agent and attorney-in-fact for the Company Stockholders for all purposes under this Agreementfact, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder 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 Stockholder Representative deems necessary for and on behalf of the Indemnifying Parties for all purposes in connection with exercising this Agreement and the powers granted agreements ancillary hereto, including without limitation to give and receive notices and communications in respect of indemnification claims under this Agreement to be -50- recovered against the Escrow Fund, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of any indemnification claims hereunder andby 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 any such indemnification 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 such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement 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 or (ii) specifically mandated or permitted by the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Stockholder Representative shall not have the authority to enter into any settlement or compromise or otherwise agree to any claims to the extent that such claim involves Excess Loss (the “Authority Limitation”). Such agency may be changed by the Stockholders from time to time upon not less than 30 days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a majority in interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, in the absence event of bad faith on a resignation of the part Stockholder Representative or other vacancy in the position of Stockholder Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Representative. After the Closing, will be entitled notices or communications 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 from the Stockholder Representative has incurred shall constitute notice to or reasonably expects to incur in connection with from the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeIndemnifying Parties.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentexecution and delivery of a Joinder Agreement, and the adoption of this Agreement and approval of the Mergers by the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Indemnifying Parties shall be deemed to act have agreed to appoint TPG VII Laurel Holdings, L.P. as representative, agent, proxy its agent and attorney-in-fact and as the Stockholder Representative with full power and authority to act for and on behalf of the Company Stockholders for Equityholders to pay each such Equityholder’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement receive, give receipt and disburse any funds received hereunder or on behalf of or to each such Equityholder, to negotiate, settle, compromise and make any required payments from the Adjustment Escrow Amount on behalf of all purposes Equityholders, to give and receive notices and communications on behalf of any Equityholder or all Equityholder collectively, both generally with respect to matters contemplated by this Agreement or more specifically in respect of indemnification claims under this Agreement, to authorize payment from the Merger Escrow Funds in satisfaction of any indemnification claims hereunder, to object to such payments, to agree to, negotiate, enter into settlements and otherwise compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification or other 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 such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in connection with each case relating to this Agreement or the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: to take all other actions that are either (i) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action permitted or called for specifically mandated by any Company stockholder under the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, (iii) execute and deliver any terminationhowever, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as that the Stockholder Representative deems necessary in connection with exercising may not be removed unless holders of a two-thirds interest of the powers granted hereunder andEscrow Funds agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, in the absence event of bad faith on a resignation of the part Stockholder Representative or other vacancy in the position of Stockholder Representative, such vacancy may be filled by the holders of a majority in interest of the Escrow Funds. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in shall constitute notice to or from the Indemnifying Parties. The agency and proxy granted to the Stockholder Representative pursuant to this Section 10.1 as 7.6(a) are coupled with an interest, and are therefore irrevocable without the acts consent of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actionsholder, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by unless otherwise agreed to between the Stockholder RepresentativeRepresentative and any such Person in writing.

Stockholder Representative. (a) The Company (and pursuant to By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger, executing a Joinder Agreement or Warrant Cancellation Agreement or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, and without any further action of any of the Company Stockholder ConsentIndemnitors or the Company, each of Company Indemnitor shall be deemed to have approved the Company’s stockholders) irrevocably appoints designation of, and hereby designates, Fortis Advisors LLC as the Stockholder Representative to act as representative, agent, proxy exclusive agent and attorney-in-fact for and on behalf of the Company Stockholders Indemnitors for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitationEscrow Agreement, the full power Engagement Letter and authority on each the agreements ancillary hereto and thereto, including to give and receive notices and communications, to authorize satisfaction of claims by Parent, to object to such Company Stockholder’s behalf 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) receive notices necessary or service appropriate in the judgment of process, the Stockholder Representative for the accomplishment of the foregoing or (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under the terms of this Agreement, (iii) execute and deliver any terminationthe Escrow Agreement or the Engagement Letter. Notwithstanding the foregoing, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising shall have no obligation to act on behalf of the powers granted hereunder andCompany Indemnitors, except as expressly provided herein, in the absence Escrow Agreement and in the Engagement Letter, and for purposes of bad faith on clarity, there are no obligations of the part Stockholder Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Stockholder Representative may resign at any time upon at least ten (10) days prior written notice to the Company Indemnitors. Such agency may be changed by the Company Indemnitors from time to time upon not less than ten (10) days prior written notice to Parent; provided, that the Stockholder Representative may not be removed unless the former holders of a majority of Company Capital Stock agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the former holders of a majority of Company Capital Stock. No bond shall be required of the Stockholder Representative. After the Closing, will be entitled notices or communications 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 from the Stockholder Representative has incurred shall constitute notice to or reasonably expects to incur in connection with from the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeIndemnitors.

Stockholder Representative. By voting to approve the Merger or accepting the Merger Consideration, the Stockholders shall AUTOMATICALLY BE DEEMED TO HAVE APPOINTED XX. XXXXX XXXXXX AS THE REPRESENTATIVE AND ATTORNEY-IN-FACT OF THE STOCKHOLDERS OR STOCKHOLDER REPRESENTATIVE (a) the "Stockholder Representative"). The Company (Stockholder Representative has unlimited authority and power to act on behalf of each Stockholder with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints this Agreement. The Stockholders will be bound by all actions taken by the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection with this Agreement or the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder under this Escrow Agreement, (iii) execute and deliver Parent and the Company shall be entitled to rely on any termination, amendment action or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part decision of the Stockholder Representative. The Stockholder Representative will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, will direction, instruction, consent, statement or other document believed by him to be entitled genuine and to conclusively have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or gross negligence. In all questions arising under this Agreement or the Escrow Agreement, the Stockholder Representative may rely on the opinions and advice of such Personscounsel, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred will not be liable to Stockholders for anything done, omitted or reasonably expects suffered in good faith by the Stockholder Representative based on such advice. The Stockholder Representative will not be required to incur take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. At any time prior to the mailing of the Proxy Statement in connection with the Company stockholders’ obligations under this AgreementStockholders' Meeting, the Merger and otherwise in connection with Stockholder Representative may be changed by written notice to Parent from the Contemplated Transactions, including amounts required to pay the fees and expenses board of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf directors of the Company’s stockholders . At any time during the term of the Escrow Agreement, holders of a majority in interest of the Escrow Fund can appoint a new Stockholder Representative by written consent by sending notice and a copy of the written consent appointing such new Stockholder Representative signed by holders of a majority in interest of the Escrow Fund to Parent and the CompanyEscrow Agent. The Company Stockholders acknowledge that Parent and Merger Sub Such appointment will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication effective upon the later of the Stockholder Representative as provided date indicated in this Section 10.1 as the acts of consent or the date such consent is received by Parent or the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeEscrow Agent.

Stockholder Representative. (a) The Company (By the approval and pursuant to the terms adoption of this Agreement in the Company Stockholder ConsentApproval pursuant to Delaware law, the Company Equity Holders are hereby deemed to irrevocably appoint, and by participating in the Merger and receiving the benefits thereof, each of the Company’s stockholders) Company Equity Holder is hereby deemed to irrevocably appoints the Stockholder Representative to act appoint Dumb Money, LLC as representative, agent, proxy agent and attorney-in-fact for and on behalf of the Company other Common Stockholders and is the Stockholder Representative for all purposes under this Agreement. Without limiting the generality of the foregoing, the Merger Stockholder Representative has full power and otherwise authority, on behalf of each Company Equity Holder and his, her or its successors and assigns, to (i) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by the Company Equity Holders in connection herewith, including the Adjustment Escrow Agreement, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the Contemplated Transactionsconsummation of the transactions contemplated by this Agreement, including, without limitation, including the full power and authority on each such Company Stockholder’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 stockholder under this Adjustment Escrow Agreement, (iii) execute and deliver receive service of process in connection with any termination, amendment or waiver to claims under this Agreement in connection therewithand the Adjustment Escrow Agreement, (iv) engage agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to such counselclaims, experts and other agents and consultants as take all actions necessary or appropriate in the judgement of the Stockholder Representative deems necessary in connection with exercising for the powers granted hereunder and, in the absence of bad faith on the part accomplishment of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of such Personsforegoing, (v) give and receive funds notices and make communications, (vi) take all actions necessary or release payments appropriate in the judgment of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur on behalf of the Company Equity Holders in connection with this Agreement, (vii) make any determinations and settle any matters in connection with the adjustments in Section 2.10, (viii) authorize delivery to Parent of the Deficiency Amount or any portion thereof pursuant to Section 2.10, (ix) distribute the Representative Holdback Amount and any earning and proceeds thereon, (x) pay any expenses of the Company stockholders’ obligations under Equity Holders or the Stockholder Representative from the Representative Holdback Amount and (xi) deduct, hold back or redirect any funds which may be payable to any Company Equity Holder pursuant to the terms of this Agreement, the Merger Adjustment Escrow Agreement, or any agreements or documents executed and otherwise delivered in connection with the Contemplated Transactionsherewith in order to pay, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigationor establish a reserve for, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the amount that may be payable by such Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeEquity Holder hereunder.

Stockholder Representative. (a) The Company Stockholder Representative (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholdersx) irrevocably appoints shall hold the Stockholder Representative to act as representativeExpenses Holdback Amount in an account segregated from its corporate funds, agent, proxy and attorney-in-fact (y) shall use the Stockholder Representative Expenses Holdback Amount solely for the Company Stockholders purposes set forth in this Section 11.5 and not for all purposes its operating expenses or any other corporate purposes, and (z) shall not voluntarily make any portion of the Stockholder Representative Expenses Holdback Amount available to its creditors in the event of bankruptcy. The Holders will not receive any interest or earnings on the Stockholder Representative Expenses Holdback Amount and irrevocably transfer and assign to the Stockholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholder Representative will not be liable for any loss of principal of the Stockholder Representative Expenses Holdback Amount other than as a result of its gross negligence or willful misconduct. The Stockholder Representative shall have the right to recover from the Stockholder Representative Expenses Holdback Amount, prior to any distribution to the Holders, the Stockholder Representative’s out-of-pocket expenses incurred in the performance of its duties under this Agreement, Agreement and the Merger and otherwise in connection with the Contemplated Transactionsagreements ancillary hereto (“Charges”), including, without limitation, costs and expenses resulting from the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service employment of processfinancial advisors, (ii) negotiateattorneys, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts auditors and other advisors and agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, assisting in the absence assessment of bad faith on the part arbitration, litigation and settlement of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations disputes arising under this Agreement, the Merger and otherwise in connection with Escrow Agreement or the Contemplated Transactions, including amounts required to pay Paying Agent Agreement. Upon (i) the fees and expenses completion of professionals incurred in connection with the Contemplated TransactionsStockholder Representative’s responsibilities, (viii) to execute closing statements, settlement statements and funds flow statements on behalf the disbursement of all of the Company’s stockholders Escrow Funds, (iii) final resolution of all disputes arising under this Agreement, the Escrow Agreement or the Paying Agent Agreement and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication (iv) full reimbursement of all Charges of the Stockholder Representative as provided in this Section 10.1 as herein, the acts Stockholder Representative shall distribute any remaining portion of the Stockholder Representative Expenses Holdback Amount (the “Holdback Distribution Amount”) to the Paying Agent for further distribution to the Holders in accordance with their respective Pro Rata Shares; provided that any Holdback Distribution Amount corresponding to any Dissenting Shares or any Company Stockholders Shares or Company Preferred Shares with respect to which the Holders thereof have not claimed payment of the Per Share Merger Consideration in accordance with Section 5.8(b) prior to the termination of the Closing Payment Fund pursuant to Section 5.8(d) shall be paid to the Surviving Corporation. For tax purposes, the Stockholder Representative Expenses Holdback Amount will be treated as having been received and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed voluntarily set aside by the Stockholder RepresentativeHolders at the time of Closing.

Stockholder Representative. (a) The Company (By virtue of their participation in the Merger and receiving the benefits thereof, including the right to receive consideration pursuant to this Agreement, and by virtue of the terms approval of this Agreement and the Merger by the Company Stockholders, each Company Stockholder shall be deemed to have ratified and approved, and hereby ratifies and approves, the following: Without any further act of any of the Company Stockholder ConsentStockholders, each of the Company’s stockholders) irrevocably appoints Xxx Xxxxxxx be and is hereby appointed as the Stockholder Representative to act and as representative, agent, proxy and the attorney-in-fact and agent for and on behalf of each Company Stockholder for purposes of this Agreement a and is hereby empowered, individually and collectively, to take such actions contemplated to be taken by the Stockholder Representative under this Agreement a and such other actions on behalf of such Company Stockholders for all purposes under this Agreement, the Merger and otherwise as he/she may deem necessary or appropriate in connection with or to consummate the Contemplated Transactionstransactions contemplated hereby or thereby, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: including (i) receive notices taking all actions and making all filings on behalf of such Company Stockholders with any Governmental Authority or service other Person necessary to effect the consummation of processthe transactions contemplated by this Agreement, (ii) negotiateagreeing to, determinenegotiating, compromiseentering into settlements and compromises of, settle complying with orders of courts with respect to, and take otherwise administering and handling any other action permitted or called for by any Company stockholder claims under this AgreementAgreement on behalf of such Company Stockholders, including indemnifications claims, (iii) execute negotiating and deliver executing any termination, amendment waivers or waiver to amendments of this Agreement in connection therewith, (provided that any amendment that shall adversely and disproportionately affect the rights or obligations of any Company Stockholder as compared to other Company Stockholders shall require the prior written consent of such Company Stockholder) and (iv) engage such counsel, experts and taking all other agents and consultants as actions that are either necessary or appropriate in her judgment for the accomplishment of the foregoing or contemplated by the terms of this Agreement. The Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions and advice of hereby accepts such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeappointment.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentapproval of this Agreement by the holders of H.S. Trask Common Shares, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act shall be constituted and appointed as representative, agent, proxy agent and attorney-in-fact for and on behalf of each of the Company Former H.S. Trask Stockholders. The Stockholder Representative shall have full power and authority to represent all of the Former H.S. Trask Stockholders for and their successors with respect to all purposes matters arising under this AgreementAgreement and all actions taken by the Stockholder Representative hereunder and thereunder shall be binding upon all Former H.S. Trask Stockholders and their successors as if expressly confirmed and ratified in writing by each of them, including, but not limited to, resolving all claims relating the Merger Escrow Fund and otherwise in connection with any indemnification claims and obligations. The Stockholder Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement for and on behalf of the Contemplated TransactionsFormer H.S. Trask Stockholders, as fully as if she were acting on her own behalf, including, without limitation, consenting to, compromising or settling issues with respect to the Escrow Fund and all such indemnity claims with Parent under this Agreement, taking any and all other actions specified in or contemplated by this Agreement, and engaging counsel, or accountants in connection with the foregoing matters. Without limiting the generality of the foregoing, the Stockholder Representative shall have full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service to interpret all the terms and provisions of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage and to consent to any amendment hereof on behalf of all Former H.S. Trask Stockholders and such counsel, experts and other agents and consultants successors. The Person designated to serve as the Stockholder Representative deems necessary in connection with exercising may be changed by the powers granted Former H.S. Trask Stockholders who are entitled to receive a majority of the Escrow Fund when and if it becomes payable hereunder and, in the absence of bad faith on the part from time to time upon not less than ten (10) days prior written notice to Parent. No bond shall be required of the Stockholder Representative, will and the Stockholder Representative shall receive no compensation for services but shall be entitled to conclusively rely on be reimbursed by the opinions Former H.S. Trask Stockholders for reasonable expenses incurred in the performance of her duties hereunder, including expenses of legal counsel. All such expenses shall be payable from the Escrow Fund, if sufficient, and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur shall be payable in connection Parent Shares valued in accordance with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeClaims valuation.

Stockholder Representative. (a) The Company (Upon the adoption of this Agreement and pursuant to the terms approval of the Company Stockholder Consent, each of First Merger and the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for transactions contemplated hereby by the Company Stockholders 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 further act of any Company Stockholder’s behalf to: , Xxx Xxxx (ithe “Stockholder Representative”) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder 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 shall be appointed as the Stockholder Representative deems necessary hereunder to give and receive notices and communications, to authorize payment to any Parent Indemnified Party from the Escrow Fund in satisfaction of claims and Losses by a Parent 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 or Losses, to receive payments on behalf of the Company Stockholders due and owing pursuant to this Agreement and acknowledge receipt thereof, to waive any breach or default of Parent, Merger Sub or Merger Sub II under this Agreement following the First Effective Time, to calculate the Aggregate Consideration Spreadsheet, to receive service of process on behalf of the Company Stockholders in connection with exercising the powers granted hereunder andany claims under this Agreement or any related document or instrument, and to take all other actions that are either (i) necessary or appropriate in the absence judgment of bad faith on the part Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement; provided, however that such agency shall apply only to matters affecting all or most of the Company Stockholders and any matter that affects only an individual Company Stockholder shall be addressed by Parent and such Company Stockholder. Such agency may be changed by the Company Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, 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. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as the acts of shall constitute notice to or from the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeStockholders.

Stockholder Representative. (a) The Company (and pursuant to the terms By virtue of the Company Stockholder Consentapproval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Stockholders shall be deemed to act have agreed to appoint Cornerstone IV, LLC as representative, agent, proxy its agent and attorney-in-fact for the Company Stockholders for all purposes under this Agreementfact, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’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 stockholder 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 Stockholder Representative deems necessary for and on behalf of the Escrow Participants to take all actions under this Agreement that are to be taken by the Stockholder Representative, including to amend this Agreement, to waive any provision of this Agreement, to negotiate payments due pursuant to this Article VII, to give and receive notices and communications, to authorize payment to any Indemnified Party from the Indemnification Escrow Fund in connection satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with exercising the powers granted hereunder andorders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Party against any Escrow Participant or by any such Escrow Participant against any Indemnified Party or any dispute between any Indemnified Party and any such Escrow Participant, in each case relating to this Agreement or the absence transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of bad faith on the part Stockholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of at least a two-thirds interest of the Indemnification Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Indemnification Escrow Fund. In the event a vacancy in the position of Stockholder Representative exists for fifteen (15) or more days, Parent shall have the right to petition a court of competent jurisdiction to appoint a replacement Stockholder Representative. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for its services. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as shall constitute notice to or from the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeEscrow Participants.

Stockholder Representative. (a) The Company (and pursuant to the terms holders of the Company Stockholder Consent, each outstanding shares of the capital stock of the Company’s stockholders) , by virtue of the execution and delivery of this Agreement or, with respect to Company Stockholders that are not signatories to this Agreement, if any, by virtue of approval of this Agreement and the Merger, will be deemed to have irrevocably appoints constituted and appointed, effective as of the date of this Agreement, Xxx Xxxxxxx (together with his permitted respective successors, collectively, the “Stockholder Representative to act Representative”), as representative, agent, proxy their true and lawful agent and attorney-in-fact for fact, and the Company Stockholders for all purposes under Stockholder Representative, by his execution of this AgreementAgreement shall be deemed to have accepted such appointment, the Merger and otherwise to enter into any agreement in connection with the Contemplated Transactionstransactions contemplated by this Agreement or the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on him under any such agreement, to act as proxy for each Company Stockholder in connection with any shareholder approvals required in connection with the transactions contemplated by this Agreement, to waive or modify any terms and conditions of any such agreement (other than payment of the portion of the Merger Consideration payable at Closing), to give and receive notices on their behalf, and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the full power assertion, prosecution, defense, settlement or compromise of and authority on each such claim, action or proceeding for which any Company Stockholder’s behalf to: , Parent, Sunset or the Merger Sub may be entitled to indemnification and the Stockholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. The Stockholder Representative shall not be liable for any action taken or not taken by him in his capacity as Stockholder Representative either (i) receive notices with the consent of stockholders who, as of the date of this Agreement, own a majority in number of the outstanding shares of Company Stock (considered on an as converted basis), or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder 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 Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 his own willful misconduct. If the Stockholder Representative has incurred shall be unable or reasonably expects unwilling to incur serve in connection with the Company stockholders’ obligations under this Agreementsuch capacity, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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 his successor shall be named by those persons holding a majority of the Company’s stockholders shares of Company Common Stock outstanding immediately prior to the Effective Time who shall serve and exercise the Companypowers of Stockholder Representative hereunder. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled Solely with respect to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of actions taken by the Stockholder Representative in his capacity as provided in this Section 10.1 as such, the acts of the Company Stockholders and will not be liable in any manner whatsoever for Stockholder Representative shall have no liability to Parent, Sunset or any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance their respective affiliates except for claims based upon the acts or omissions or communications or writings given or executed fraud by the Stockholder Representative.

Stockholder Representative. (a) The Company (and pursuant to the terms Each of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably Stockholders hereby appoints the Stockholder Representative to act as representative, agent, proxy its agent and attorney-in-fact fact, for and on behalf of the Company Stockholders for all purposes under this AgreementStockholders, the Merger Exercising Option Holders, the Key Employees and otherwise the Company, as the Stockholder Representative, to take any action on their behalf pursuant to or in connection with this Agreement or the Contemplated TransactionsEscrow Agreement or the transactions contemplated hereby and thereby, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: any action (ia) receive notices or service of processpursuant to Article X, (iib) negotiate, determine, compromise, settle to receive and take any other action permitted or called for distribute the purchase price as dictated by any Company stockholder under this Agreement, (iiic) execute to give and deliver any termination, amendment or waiver to this Agreement in connection therewithreceive notices and communications, (ivd) engage to negotiate the Closing Statement and each Company Revenue and Margin Statement, (e) to authorize payment to any Buyer Indemnified Parties in satisfaction of claims by any such counselBuyer Indemnified Parties, experts to object to payments from the Escrow Fund, (f) 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, (g) and to take all other agents and consultants as actions with respect to such claims that are either (i) necessary or appropriate in the judgment of the Stockholder Representative deems necessary in connection with exercising for the powers granted hereunder andaccomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Stockholders from time to time upon not less than 30 days prior written notice to Buyer; provided, in however, that the absence Stockholder Representative may not be removed unless the Stockholders, Exercising Option Holders and Key Employees holding a majority of bad faith the outstanding shares of the Company Capital Stock (on an as-exercised basis) as of immediately prior to the part Closing Date agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, the Stockholder Representative may resign at any time on notice to Buyer, and a replacement Stockholder Representative shall be elected by a vote of a majority of the outstanding shares of Company Capital Stock as of immediately prior to the Closing Date (on an as-exercised basis); provided, further, however, that the resignation or the resignation of the any successor Stockholder Representative, shall not be effective and unless a successor Stockholder Representative shall have been appointed. No bond shall be required of the Stockholder 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 Stockholder Representative has incurred shall not receive any compensation for his services. Written notices or reasonably expects communications to incur or from the Stockholder Representative shall constitute notice to or from the Stockholders, Exercising Option Holders and Key Employees. Axxxx Xxxx hereby accepts his appointment as the initial Stockholder Representative and agrees to be bound by the terms of this Agreement as the Stockholder Representative. The appointment and agency created hereby is irrevocable, and shall be deemed to be coupled with an interest. Except as otherwise provided in connection Section 12.1, a decision, act, consent or instruction of the Stockholder Representative with the Company stockholders’ obligations under respect to an indemnification claim, including but not limited to an amendment, extension or waiver of this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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 shall constitute a decision of the Stockholders, Exercising Option Holders and Key Employees and shall be final, binding and conclusive upon the Stockholders, the Company’s stockholders , Exercising Option Holders and the Company. The Company Stockholders acknowledge that Parent Key Employees; and Merger Sub will be entitled to conclusively Buyer and the Escrow Agent may rely uponupon any such decision, without independent investigation, any act, notice, consent or instruction or communication of the Stockholder Representative as provided in this Section 10.1 as being the acts decision, act, consent or instruction of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actionsStockholders, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative.Exercising Option

Stockholder Representative. (a) The Company (Each Stockholder hereby irrevocably makes, constitutes and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably initially appoints the Stockholder Representative to act as representative, agent, proxy such Stockholder’s true and lawful attorney-in-fact for with full power of substitution to do on behalf of such Stockholder any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the Company Stockholders for all purposes under consummation of the transactions contemplated by this AgreementAgreement and the Transaction Documents, the Merger including: (i) receiving and otherwise disbursing payments to be made hereunder (after payment of any unpaid expenses chargeable to such Stockholder in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: transactions contemplated by this Agreement (i) receive notices or service of process, including any unpaid Transaction Expenses)); (ii) negotiatereceiving notices and communications pursuant to this Agreement and the Transaction Documents; (iii) administering this Agreement and the Transaction Documents, determineincluding the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute as to the calculation of the Merger Consideration and Post-Closing Adjustment Amount; (v) resolving, compromise, settle and take any other action permitted settling or called compromising claims for by any Company stockholder under indemnification asserted against the Stockholders pursuant to Section 7.10(a); (vi) agreeing to amendments of this Agreement, (iii) execute waivers of conditions 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 Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this AgreementAgreement and the Transaction Documents; (vii) asserting claims for or defending claims of indemnification under Section 7.10 and resolving, the Merger settling or compromising any such claim; and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (viviii) to execute closing statements, settlement statements and funds flow statements on behalf taking any other actions of the Company’s stockholders Stockholders under this Agreement and the CompanyTransaction Documents (other than Transaction Documents applicable to a specific Stockholder). The Company Stockholders acknowledge that Parent Stockholder Representative will not have duties or obligations hereunder except those specifically set forth herein, and Merger Sub such duties and obligations will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed determined solely by the Stockholder Representativeexpress provisions of this Agreement.

Stockholder Representative. (a) The Company (and pursuant to Stockholder Representative shall act as the terms representative of the Company Stockholder Consent, each Stockholders in respect of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact for the Company Stockholders for all purposes matters arising under this Agreement, and shall be authorized to act, or refrain from acting, in each case as the Merger Stockholder Representative believes is necessary or appropriate under this Agreement, for and otherwise on behalf of the Stockholders. The Stockholders shall be bound by all such actions taken by the Stockholder Representative and no Stockholder shall be permitted to take any such actions. The Stockholder Representative is serving as the Stockholder Representative solely for purposes of administrative convenience, and is not personally liable (except in its capacity as a Stockholder hereunder) for any of the obligations of any Stockholders hereunder, and the Corporate Taxpayer (on behalf of itself and its Affiliates) agrees that it will not look to the Stockholder Representative or the underlying assets of the Stockholder Representative for the satisfaction of any obligations of any of the Stockholders. The Stockholder Representative shall not be liable for any error of judgment, or any action taken, suffered or omitted to be taken, in connection with the Contemplated Transactionsperformance by the Stockholder Representative of the Stockholder Representative's duties or the exercise by the Stockholder Representative of the Stockholder Representative's rights and remedies under this Agreement, includingexcept in the case of its bad faith or willful misconduct. No bond shall be required of the Stockholder Representative. The Stockholder Representative may consult with legal counsel, without limitationindependent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Stockholder Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement. Without limiting the generality of the foregoing, the Stockholder Representative shall have the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service to interpret all the terms and provisions of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver to consent to any terminationamendment hereof or thereof on behalf of all Stockholders and their respective successors. The Corporate Taxpayer shall be entitled to rely on all statements, amendment representations, decisions of, and actions taken or waiver omitted to this Agreement in connection therewithbe taken by, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder Representative, will be entitled relating 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative.

Stockholder Representative. (a) The Company (and By the approval of this Agreement pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints DGCL and the Stockholder Representative to act Consent and Agreement, and without any further action of any other party, the Seller Indemnifying Parties irrevocably appoint and constitute Fortis Advisors LLC as representative, the exclusive agent, proxy and attorney-in-fact fact, with full power of substitution, to act on behalf of the Seller Indemnifying Parties for certain limited purposes, as specified herein (the Company Stockholders for all purposes “Stockholder Representative”), including the full power and authority to act on the Stockholders’ behalf as provided in Section 2.17(b). The Seller Indemnifying Parties, by approving this Agreement, further agree that such exclusive agency, proxy and attorney-in-fact, and the powers, immunities and rights to indemnification granted to the Stockholder Representative Group hereunder: (i) are coupled with an interest, are therefore irrevocable without the consent of the Stockholder Representative, except as provided in Section 2.17(c), and shall be binding upon the successors, heirs, executors, administers and legal representatives of each Seller Indemnifying Party and shall not be affected by, and shall survive, the death, incapacity, bankruptcy, dissolution or liquidation of any Seller Indemnifying Party and (ii) shall survive the delivery of an assignment by any Seller Indemnifying Party of the whole or any fraction of his, her or its interest in the Indemnity Escrow Amount or Special Indemnity Escrow Amount. All decisions, actions, consents and instructions by the Stockholder Representative under this Agreement, the Merger Escrow Agreement or the Stockholder Representative Engagement Agreement shall be binding upon all of the Seller Indemnifying Parties and their successors as if expressly confirmed and ratified in writing by the Seller Indemnifying Parties, and no Seller Indemnifying Party shall have the right to object to, dissent from, protest or otherwise in connection with the Contemplated Transactionscontest any such decision, includingaction, without limitationconsent or instruction. Parent, the full power Acquiror and authority Sub shall be entitled to rely on any decision, action, consent or instruction of the Stockholder Representative as being the decision, action, consent or instruction of each Seller Indemnifying Party, and Parent, the Acquiror and Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such Company Stockholder’s behalf decision, act, consent or instruction. The Stockholder Representative shall be entitled to: (i) receive notices or service of processrely upon the Merger Consideration Schedule, (ii) negotiaterely upon any signature believed by it to be genuine, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver reasonably assume that a signatory has proper authorization to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the Stockholder 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 Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements sign on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction applicable Stockholder or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeother party.

Stockholder Representative. (a) The Company (and pursuant to the terms Upon approval of the Company Stockholder Consent, each appointment of the Company’s stockholders) irrevocably appoints the Stockholder Representative to (as defined below) by a Supermajority of the Stockholders, and effective upon such approval without further act of any Stockholder, Xxxxxxx X. Xxxx shall be appointed as their true and lawful representative, agentproxy, proxy agent and attorney-in-fact (the “Stockholder Representative”) for a term that shall be continuing and indefinite and without a termination date except as otherwise provided herein, to act for and on behalf of the Company Stockholders for all purposes under this Agreement, in connection with or relating to the Transaction Documents and the Merger and otherwise the transactions and actions contemplated thereby including, without limitation, to give and receive notices and communications, to receive and accept service of legal process in connection with any proceeding arising under the Transaction Documents or in connection with the Contemplated TransactionsMerger, to receive from the Purchaser, and distribute to the Stockholders and/or any Option holder, the Closing Merger Consideration, to authorize delivery of cash from the Escrow Amount in satisfaction of claims by a Purchaser Indemnified Party pursuant to Article 10 hereof, to object to or accept any claims by a Purchaser Indemnified Party pursuant to Article 10 hereof, 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 amounts or claims, to receive from the Escrow Agent, and distribute to the Stockholders, the Escrow Amount (if any), and to take all actions necessary or appropriate in the sole opinion of the Stockholder Representative for the accomplishment of the foregoing. Such agency may be changed at any time and from time to time by the action of Stockholders holding more than fifty percent (50%) of the issued and outstanding Shares that approved the Merger, and shall become effective upon not less than thirty (30) days prior written notice to the Purchaser. Except as provided in the foregoing sentence, in the event that for any reason the most recent Stockholder Representative shall no longer be serving in such capacity, including, without limitation, as a result of the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices death, resignation or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder 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 Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part incapacity of the Stockholder Representative, the outgoing Stockholder Representative shall appoint a successor Stockholder Representative, and if the outgoing Stockholder Representative fails or is unable to appoint a successor, then the Stockholders holding more than fifty percent (50%) of the issued and outstanding Shares that approved the Merger shall appoint such successor, such that at all times there will be entitled to conclusively rely on a Stockholder Representative with the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that authority provided hereunder. Any change in the Stockholder Representative has incurred pursuant to the foregoing sentence shall become effective upon delivery of written notice of such change to the Purchaser. Notices or reasonably expects communications to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of from the Stockholder Representative as provided in this Section 10.1 as the acts by or to any of the Company Stockholders and will not be liable in any manner whatsoever for any parties to the Transaction Documents shall constitute notice to or from each of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeStockholders.

Stockholder Representative. (a) The Company (By the execution and pursuant to the terms delivery of the Company Stockholder Consenta Letter of Transmittal, including counterparts thereof, each of the Company’s stockholders) Stockholders will irrevocably appoints constitute and appoint Xxxxx X. Xxxxxxx as the Stockholder Representative to act as representative, agent, proxy true and lawful agent and attorney-in-fact for (the Company Stockholders for “Stockholder Representative”) of such Stockholder with full powers of substitution to act in the name, place and stead of such Stockholder with respect to the performance on behalf of such Stockholder under the terms and provisions hereof and to do or refrain from doing all purposes under this Agreementsuch further acts and things, and to execute all such documents, as the Merger and otherwise Stockholder Representative shall deem necessary or appropriate in connection with any transaction contemplated hereunder, including the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, act for such Stockholder with respect to the Adjustment Escrow Amount; (ii) negotiateamend, determine, compromise, settle and take modify or waive any other action permitted or called for by any Company stockholder under provision of this Agreement, the Paying Agent Agreement or the Escrow Agreement in any manner; (iii) execute employ, obtain and deliver any terminationrely upon the advice of legal counsel, amendment accountants and other professional advisors as the Stockholder Representative, in the sole discretion thereof, deems necessary or waiver to this Agreement advisable in connection therewith, the performance of the duties of the Stockholder Representative; (iv) engage act for such counselStockholder with respect to all Merger Consideration matters and all Merger Consideration adjustment matters referred to herein; (v) incur any expenses, experts liquidate and other agents and consultants as withhold assets received on behalf of such Stockholder prior to their distribution to such Stockholder to the extent of any amount that the Stockholder Representative deems necessary for payment of or as a reserve against expenses, and pay such expenses or deposit the same in connection an interest-bearing bank account established for such purpose, with exercising all such expenses reimbursed to the powers granted Stockholder Representative out of amounts received out of the Adjustment Escrow Fund, or if no amounts are received, by reimbursement from the Stockholders in accordance with their Pro Rata Percentage; (vi) receive all notices, communications and deliveries hereunder andon behalf of such Stockholder; (vii) do or refrain from doing any further act or deed on behalf of such Stockholder that the Stockholder Representative deems necessary or appropriate, in the absence of bad faith on the part sole discretion of the Stockholder Representative, will be entitled relating to conclusively rely on the opinions subject matter hereof as fully and advice completely as such Stockholder could do if personally present and acting and as though any reference to such Stockholder herein was a reference to the Stockholder Representative; or (viii) direct, authorize or permit the Paying Agent to take any of such Personsthe foregoing actions; provided, (v) receive funds and make or release payments of funds to pay any amounts however, that the Stockholder Representative has incurred or reasonably expects shall have no obligation to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative except as expressly provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeherein.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Holdings hereby designates Cortec Capital Corp. as Stockholder Representative (the "Stockholder Representative"), to act as representative, agent, proxy represent the Stockholders following the Effective Time in all matters relating to this Agreement and attorney-in-fact for the Company Stockholders for all purposes under this Agreement, Merger. The Stockholder Representative shall have the Merger following powers and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf toduties: (i) receive notices to serve as Escrow Representative under the Escrow Agreement and, in such capacity, take such actions and to incur such costs and expenses as the Stockholder Representative, in its sole discretion, deems necessary or service advisable to safeguard the interests of processthe Escrow Participants in the Escrow Fund, including, but not limited to, joining with the Surviving Corporation in giving instructions to the Escrow Agent pursuant to Section 9.3, contesting any claim by the Surviving Corporation for Damages or Tax Claims, defending or settling the Xxxxxxxx and Sharma Proceedings, responding to Ramco Clean-Up Costs and commencing or defending litigation with Acquisition and settling any such claim or litigation; (ii) negotiateto employ accountants, determineattorneys and such other agents as the Stockholder Representative may deem advisable and to pay from the Transaction Expenses Fund of the Escrow Fund, compromise, settle and take any other action permitted or called reasonable compensation for by any Company stockholder under this Agreement, their services; (iii) execute to maintain a register of the Escrow Participants; and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as to take all actions which the Stockholder Representative deems necessary or advisable in order to carry out the foregoing. The Stockholder Representative shall serve without compensation, but shall be entitled to reimbursement from the Transaction Expenses Fund for its out-of-pocket expenses. No Escrow Participant shall be liable without such Escrow Participant's prior agreement to reimburse the Stockholder Representative for any costs or expenses not drawn from the Escrow Fund. The Stockholder Representative shall not be liable to any Escrow Participant for the performance of any act or failure to act so long as it acted or failed to act in good faith within what it reasonably believed to be the scope of its authority and for a purpose which it reasonably believed to be in the best interests of the Escrow Participants. The Stockholder Representative shall be entitled to indemnity from and against any and all Damages which may at any time be imposed on, incurred by or asserted against the Stockholder Representative in any way relating to or arising out of this Agreement or any related agreement or instrument or any action taken or omitted to be taken by the Stockholder Representative under or in connection with exercising therewith, unless such Damages resulted solely from the powers granted hereunder and, in the absence of bad faith on the part gross negligence or willful misconduct of the Stockholder Representative; provided that such indemnity shall be paid exclusively from funds available in the Transaction Expenses Fund. In the event that an action or proceeding with respect to which the Stockholder Representative is entitled to indemnification hereunder should be commenced or threatened against the Stockholder Representative, will the Stockholder Representative shall be entitled to conclusively rely on draw from the opinions Transaction Expenses Fund, as and advice of such Personswhen incurred by it, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or all expenses reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactionsinvestigation and defense thereof, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge provided that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as shall repay the acts Transaction Expenses Fund any expenses so advanced to the extent it is ultimately determined, by final judgment of the Company Stockholders and will not be liable in any manner whatsoever for any a court of Parent or Merger Sub’s actionscompetent jurisdiction, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by that the Stockholder Representative.Representative is not entitled to indemnification hereunder. The Escrow Participants may at any time, by majority vote (one vote for each Unit), remove or replace the Stockholder

Stockholder Representative. (a) The Company (rights and pursuant to the terms obligations of the Company Stockholder Representative as between him and the Indemnifying Parties shall be as provided in this Section 7.5. By virtue of the adoption of this Agreement and approval of the Merger by the Stockholders by the Required Vote, and the execution and delivery of a Joinder Agreement and/or a Stockholder Written Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative Indemnifying Parties shall be deemed to act have agreed to appoint Xxxx Xxxxxxxx as representative, agent, proxy its agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Stockholders 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 Stockholder’s behalf Indemnifying Parties to: (i) to deliver and receive notices or service communications (including in respect of process, indemnification claims) required or permitted to be delivered to or received by the Indemnifying Parties or any of them pursuant to this Agreement or the Escrow Agreement; (ii) to negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) execute and deliver any terminationwaivers, amendment consents or waiver amendments under or to this Agreement or the Escrow Agreement; (iii) to authorize payment to any Indemnified Party from the Escrow Fund in connection therewith, satisfaction of any claims under this Agreement or the Escrow Agreement; (iv) engage to object to any claims or demands under this Agreement from Parent or the Indemnified Parties or the Escrow Agent under the Escrow Agreement: (v) 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 claims under this Agreement or the Escrow Agreement; (vi) 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 against any Indemnifying Party or by any such counselIndemnifying against a party to this Agreement, experts the Escrow Agreement or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Transactions; (vii) to hold the Representative Expense Amount on behalf of the Indemnifying Parties, to retain and to pay legal counsel and other agents professionals in connection with any and consultants all matters referred to herein or relating hereto, and to make such payments from the Representative Expense Amount as the Stockholder Representative deems necessary in connection with exercising or appropriate following the powers granted hereunder and, Merger; and (viii) to take all other actions that are either (x) necessary or appropriate in the absence judgment of bad faith the Stockholder Representative for the accomplishment of any of the foregoing or (y) mandated or permitted by the terms of this Agreement or any applicable Related Agreement. After the Closing, notices or communications to or from the Stockholder Representative shall constitute notice to or from the Indemnifying Parties. A decision, act, consent or instruction of the Stockholder Representative, including an amendment, extension or waiver of this Agreement pursuant to the terms hereof shall constitute a decision of the Indemnifying Parties and shall be final, conclusive and binding upon the Indemnifying Parties. The Escrow Agent, the Paying Agent, Parent and each of their respective Affiliates (including the Surviving Corporation) may rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of the Indemnifying Parties. The Escrow Agent, Parent, the Paying Agent and each of their respective Affiliates (including the Surviving Corporation) are hereby relieved from any liability to any Person (including the Indemnifying Parties) for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative. The Stockholder Representative shall have no responsibility or liability of any kind or nature whatsoever to the Indemnifying Parties or any of them for the performance by the Stockholder Representative of any duty required or permitted pursuant to this Section 7.5 other than as a result of fraud or willful misconduct on the part of the Stockholder Representative, will be entitled to conclusively rely on as finally determined by a court of competent jurisdiction, and each of the opinions Indemnifying Parties shall indemnify and advice of such Persons, (v) receive funds hold harmless and make or release payments of funds to pay any amounts that defend the Stockholder Representative has incurred against all claims, losses and damages of any kind or reasonably expects to incur nature whatsoever arising out of or in connection with the Company stockholders’ obligations under Stockholder Representative’s performance of any duty required or permitted pursuant to this AgreementSection 7.5, except in the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication case of the Stockholder Representative Representative’s fraud or willful misconduct, as provided in this Section 10.1 finally determined by a court of competent jurisdiction. In the event of the death, disability or resignation of Xxxx Xxxxxxxx as the acts Stockholder Representative, a replacement Stockholder Representative shall be appointed by the holders of a majority interest of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, Escrow Fund. As soon as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed reasonably determined by the Stockholder RepresentativeRepresentative that the Representative Expense Fund (or any portion thereof) is no longer required to be withheld, the Stockholder Representative shall distribute the remaining Representative Expense Fund (if any) to Parent, and promptly thereafter, Parent shall distribute such amount to the Indemnifying Parties in accordance with their respective Pro Rata Portions via distributions to (i) the Paying Agent (in respect of the portion of the Representative Expense Fund payable to Stockholders and holders of Vested Company Options who are not able to be paid via the Surviving Corporation’s payroll) and (ii) the Surviving Corporation’s payroll (in respect of the portion of the Representative Expense Fund payable to holders of Vested Company Options who are able to be paid via the Surviving Corporation’s payroll).

Stockholder Representative. (a) The Company Each Majority Stockholder hereby designates Patriarch Partners Agency Services, LLC (the “Stockholder Representative”) to represent the interests of and pursuant take action for and on behalf of such Majority Stockholder individually and the Majority Stockholders collectively in giving consents and approvals hereunder and making those determinations hereunder that are specifically reserved to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative by the terms hereof, consummating or causing to act as representativebe consummated the transactions contemplated by this Agreement, agent, proxy executing and attorney-in-fact for the Company Stockholders for all purposes delivering on behalf of each Majority Stockholder any amendment or waiver under this Agreement, and doing each and every act and exercising any and all other rights which such Majority Stockholder or Majority Stockholders are permitted or required to do or exercise under this Agreement and the Merger other agreements, documents and otherwise certificates executive and performed in connection with herewith. The Stockholder Representative hereby agrees to act upon the Contemplated Transactions, including, without limitation, express conditions contained herein. If the full power and authority on each such Company Stockholder’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 stockholder 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 Person serving as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, ceases to serve in the absence of bad faith on the part capacity of the Stockholder Representative, will for any reason, the Majority Stockholders collectively shall promptly (and in any event within ten (10) business days) appoint a successor Stockholder Representative and shall promptly (and in any event within two (2) business days thereof) provide written notice of such appointment to the Buyer. The Stockholder Representative may resign at any time upon written notice delivered to the Majority Stockholders and the Buyer or assign any and all of its rights and obligations hereunder as Stockholder Representative to any of its Affiliates upon written notice delivered to the Majority Stockholders and the Buyer, and the Stockholder Representative may be removed at any time by the Majority Stockholders holding a majority of the Company Shares held by such Majority Stockholders at such time (or immediately prior to the Closing if such time is after the Closing) upon written notice delivered to the Stockholder Representative and the Buyer, and the concurrent appointment of a successor Stockholder Representative by such holders. The Stockholder Representative may execute any of its duties hereunder by or through third parties, agents, employees or attorneys in fact without the consent of the Majority Stockholders and shall be entitled to conclusively rely on the opinions and advice of counsel concerning all matters pertaining to such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Stockholder Representative has incurred or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativeduties.

Stockholder Representative. (a) The Company (and pursuant to By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger, executing a Warrant Cancellation Agreement or SAFE Assignment and Assumption Agreement, or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Company Stockholder Consentshall be deemed to have approved the designation of, each of and hereby designates, Fortis Advisors LLC as the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy exclusive agent and attorney-in-fact for and on behalf of the Company Stockholders for all purposes under this Agreement, the Merger Paying Agent Agreement and otherwise the other Related Agreements, including to give and receive notices and communications, to authorize 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 Stockholder Representative in connection with the Contemplated TransactionsStockholder Representative’s obligations, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices hereunder, under the Paying Agent Agreement, and under the Engagement Letter or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under the terms of this Agreement, (iii) execute and deliver any terminationthe Engagement Letter, amendment or waiver to this the Paying Agent Agreement in connection therewithor the other Related Agreements. Notwithstanding the foregoing, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary in connection with exercising shall have no obligation to act on behalf of the powers granted hereunder andCompany Stockholders, except as expressly provided herein, in the absence Engagement Letter, the Paying Agent Agreement, and in any Related Agreement that the Stockholder Representative is a party to and for purposes of bad faith on clarity, there are no obligations of the part Stockholder Representative in any schedule, exhibit, or the Company Disclosure Schedule. The Stockholder Representative may resign at any time upon at least ten (10) days prior written notice to the Company Stockholders. Such agency may be changed by the Company Stockholders from time to time upon not less than ten (10) days prior written notice to Parent; provided that the Stockholder Representative may not be removed, unless the former holders of a majority of Company Capital Stock as of immediately prior to the Effective Time agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the former holders of a majority of Company Capital Stock as of immediately prior to the Effective Time. No bond shall be required of the Stockholder Representative. After the Closing, will be entitled notices or communications 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 from the Stockholder Representative has incurred shall constitute notice to or reasonably expects to incur in connection with from the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the 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’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder RepresentativeStockholders.