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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) MacArthur Investments, LLC is hereby constituted to act as the agent, proxy, attorney-in-fact and representative for the Company Securityholders and their successors and assigns for all purposes under this Agreement (the “Stockholder Representative”), and the Stockholder Representative, by his signature below, agrees to serve in such capacity. (b) The Stockholder Representative shall have the power and authority to take such actions on behalf of each Company Securityholder as the Stockholder Representative, in his sole judgment, may deem to be in the best interests of the Company Securityholders or otherwise appropriate on all matters related to or arising from this Agreement or any other Transaction Document. Such powers shall include: (i) executing and delivering this Agreement, the other Transaction Documents, any certificates, consents and other documents contemplated by this Agreement, and any and all supplements, amendments, waivers or modifications thereto; (ii) giving and receiving notices and other communications relating to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby; (iii) taking or refraining from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of or related to this Agreement, including matters in Article IX, the other Transaction Documents and the performance or enforcement of the obligations, duties and rights pursuant to this Agreement and the other Transaction Documents; (iv) taking all actions necessary or appropriate in connection with any disputes regarding the Estimated Schedule or the Final Calculations; (v) engaging attorneys, accountants, financial and other advisors, paying agents and other persons necessary or appropriate, in the sole and absolute discretion of the Stockholder Representative in the performance of his duties under this Agreement and any other Transaction Documents; and (vi) taking all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing. (c) The power of attorney appointing the Stockholder Representative as attorney-in-fact is coupled with an interest and the death or incapacity of any Company Securityholder shall not terminate or diminish the authority and agency of the Stockholder Representative. (d) In the event that the Stockholder Representative resigns, or is unable to serve, a replacement Stockholder Representative shall be appointed by a majority of the Company Securityholders based on the Pro Rata Portions, upon prior written notice to Parent. If a replacement Stockholder Representative is not appointed promptly after the prior Stockholder Representative’s resignation or inability to serve, Parent shall be entitled to appoint a replacement Stockholder Representative to serve as such until the Company Securityholders appoint a replacement Stockholder Representative. The decisions and actions of any such replacement Stockholder Representative shall be, for all purposes, those of the Stockholder Representative as if originally named herein. The Stockholder Representative shall not be liable to the Company Securityholders for any action taken or omitted to be taken by the Stockholder Representative in his capacity as Stockholder Representative pursuant to the terms of this Agreement, except to the Company Stockholder Consentextent such action or omission shall have been determined by a court of competent jurisdiction in a final non-appealable judgment to have constituted intentional misconduct or Fraud. All fees and expenses, including for attorneys, accountants and financial and other advisors, paying agents and other persons and insurance, in each of the Company’s stockholders) irrevocably appoints case necessary or appropriate and engaged by the Stockholder Representative in the performance of his duties under this Agreement shall be paid from the Stockholder Representative Fund Shares, to act as representativethe extent any funds remain in the Stockholder Representative Fund Shares, agentand thereafter by the Stockholder Representative, proxy and attorney-in-fact who shall be entitled to recover any such amounts from each Company Securityholder based on such holder’s Pro Rata Portion (but in no event will any Company Securityholder be liable for such amounts in excess of the Pro Rata Portion of the Merger Consideration actually received by the Company Stockholders for Securityholder). (e) The Company Securityholders shall, jointly and severally, indemnify, defend and hold harmless the Stockholder Representative and his heirs, representatives, successors and assigns, from and against any and all purposes under claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including attorneys’ fees and court costs) arising as a result of or incurred in connection with any actions taken or omitted to be taken by the Stockholder Representative pursuant to the terms of this Agreement, except to the Merger and otherwise extent such action or omission shall have been determined by a court of competent jurisdiction 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 a final non-appealable judgment to have constituted intentional misconduct 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 Fraud on the part of the Stockholder Representative; provided, will that no Company Securityholder shall be entitled liable 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 pursuant to incur this Section 2.10(e) for any amount in connection with excess of the Company stockholders’ obligations under this Agreement, portion of the Merger Consideration to which such Company Securityholder is entitled pursuant to this Article II. In addition, each Company Securityholder forever voluntarily releases and otherwise in connection with discharges the Contemplated TransactionsStockholder Representative, his heirs, representatives, successors and assigns, from any and all claims, demands, suits, actions, causes of action, losses, damages, obligations, liabilities, costs and expenses (including amounts required to pay the attorneys’ fees and expenses court costs), whether known or unknown, anticipated or unanticipated, arising as a result of professionals or 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, actions taken or not omitted to be taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon pursuant to the Company’s stockholdersterms of this Agreement, and no Company stockholder will except to the extent such action or omission shall have the right been determined by a court of competent jurisdiction in a final non-appealable judgment to object, dissent, protest have constituted intentional misconduct or otherwise contest the sameFraud. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein shall be entitled to recover from each Company Securityholder based on such holder’s Pro Rata Portion, expenses (including attorneys’ fees and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities court costs) incurred by the Stockholder Representative in connection with the performance defending any claim, demand, suit, action or cause of hisaction. (f) Each Company Securityholder agrees that Parent shall be entitled to rely, her and shall be fully protected in relying, on any action taken, or its duties as any action not taken, by the Stockholder Representative, includingon behalf of such Company Securityholder, without limitationpursuant to this Section 2.10 (an “Authorized Action”), and that each Authorized Action shall be binding on each Company Securityholder as fully as if such Company Securityholder had taken such Authorized Action. (g) Parent shall not be liable to any actionStockholder Indemnitee for Losses sustained by any such Stockholder Indemnitee, suit to the extent arising out of or proceeding related to which the performance of, or failure to perform by, the Stockholder Representative is made a party by reason of the fact that its obligations set forth in this Agreement or any other Transaction Documents, as applicable, including with respect to the Stockholder Representative is Fund Shares, nor shall the actions of, or was acting as the failure to act by, the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor be used as a defense against any agent employed claim for Losses made by the Stockholder Representative will incur any Liability a Parent Indemnitee pursuant to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwiseany other Transaction Documents. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (By approving this Agreement and pursuant to the terms transactions contemplated hereby or by executing and delivering a Letter of the Company Stockholder ConsentTransmittal, each of the Company’s stockholders) Participating Holder shall have irrevocably appoints the authorized and appointed Stockholder Representative to act as representative, agent, proxy such Person’s exclusive representative and true lawful attorney-in-fact to act on behalf of such Person with full power of substitution, to act in the name, place and stead of such Participating Holder for purposes of executing any documents and taking and refrain from taking any actions that the Company Stockholders for all purposes under Stockholder Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the subject matter of this Agreement, the Merger Escrow Agreement and otherwise in connection with the Contemplated TransactionsStockholder Representative Engagement Agreement, including, without limitation, the full exercise of the power and authority on each such Company Stockholder’s behalf to: : (i) give and receive notices or service of process, and communications; (ii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders of courts with respect to claims for indemnification made by Parent pursuant to Article VIII; (iii) litigate, arbitrate, resolve, settle and take or compromise any other action permitted or called for by any Company stockholder matter arising under this Agreement or the Escrow Agreement, including any claim for indemnification pursuant to Article VIII of this Agreement; (iiiiv) execute and deliver any termination, amendment all documents necessary or waiver desirable to carry out the intent of this Agreement in connection therewithand any Ancillary Document (including the Escrow Agreement); (v) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Escrow Agreement); (vi) engage, employ or appoint any agents or representatives (ivincluding attorneys, accountants and consultants) engage such counsel, experts and other agents and consultants as the to assist Stockholder Representative deems in complying with its duties and obligations; and (vii) take all actions necessary or appropriate in the good faith judgment of Stockholder Representative for the accomplishment of the foregoing or otherwise 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 Escrow Agreement or the Contemplated TransactionsStockholder Representative Engagement Agreement. Notwithstanding the foregoing, including amounts required the Stockholder Representative shall have no obligation 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 Participating Holders, except as expressly provided herein, in the Escrow Agreement and in the Company. The Company Stockholders acknowledge that Parent Stockholder Representative Engagement Agreement, and Merger Sub will be entitled to conclusively rely uponfor purposes of clarity, without independent investigation, any act, notice, instruction or communication there are no obligations of the Stockholder Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Schedules. Each Parent Entity shall be entitled to deal exclusively with Stockholder Representative on all matters relating to this Agreement (including Article VIII) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Participating Holder by Stockholder Representative, and on any other action taken or purported to be taken on behalf of any Participating Holder by Stockholder Representative, as provided in this Section 10.1 as the acts being fully binding upon such Person. Notices or communications to or from Stockholder Representative shall constitute notice to or from each of the Company Stockholders and will not be liable in any manner whatsoever for any of Parent Participating Holders. Any decision or Merger Sub’s actions, as applicable, taken action by Stockholder Representative hereunder under the Escrow Agreement or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of under the Stockholder Representative Engagement Agreement, including any agreement between Stockholder Representative and will survive any Parent Entity relating to the deathdefense, incapacity, bankruptcy, dissolution payment or liquidation settlement of any Companyclaims for indemnification hereunder, shall constitute a decision or action of all Participating Holders and shall be final, binding and conclusive upon each such Person and such Person’s stockholdersuccessors as if expressly ratified and confirmed in writing by such Person. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will No Participating Holder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will 9.14, including the power of attorney granted hereby and the immunities and rights to indemnification granted to the Stockholder Representative Group, are independent and severable, are irrevocable and coupled with an interest and shall not be binding on the executorsterminated by any act of any one or more Participating Holders, heirs, legal representatives, personal representatives, successor trustees, and successors or by operation of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunderLaw, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution by death or otherwiseother event. (db) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may resign at any time, and may be replaced from time to time removed for any reason or no reason by the holders vote or written consent of a majority in interest of the Company Stockholders Participating Holders according to each Participating Holder’s Pro Rata Share (based on the ownership “Majority Holders”); provided, however, in no event shall Stockholder Representative resign or be removed without the Majority Holders having first appointed a new Stockholder Representative who shall assume such duties immediately upon the resignation or removal of Stockholder Representative. In the event of the Company Stock set forth on Schedule 1.4). In either casedeath, the successor incapacity, resignation or removal of Stockholder Representative, a new Stockholder Representative shall promptly notify Parent in writing be appointed by the vote or written consent of the identity Majority Holders. Notice of such successor vote or a copy of the written consent appointing such new Stockholder RepresentativeRepresentative shall be sent to the Parent Entities, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by the Parent Entities; provided, that until such notice is received, Parent, HoldCo, Merger Sub I, and Merger Sub II and the Surviving Corporation shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described in Section 9.14(a) above. Any such successor The immunities and rights to indemnification shall become survive the “resignation or removal of the Stockholder Representative” for purposes Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (ec) All The Company has entered into an engagement agreement (the “Stockholder Representative Engagement Agreement”) with the Stockholder Representative to provide direction to the Stockholder Representative in connection with its services under this Agreement, the Escrow Agreement and the Stockholder Representative Engagement Agreement to be assigned prior to or at Closing to one or more Stockholders (such Participating Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Except for Actual Fraud or willful misconduct on its part, the Stockholder Representative and its members, managers, directors, officers, contractors, agents and employees and any member of the Advisory Group (collectively, the “Stockholder Representative Group”) shall not be liable to the Participating Holders for actions taken pursuant to this Agreement or the Escrow Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Stockholder Representative shall be conclusive evidence of good faith). The Participating Holders shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Stockholder Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Stockholder Representative under this Agreement and the Escrow Agreement (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Stockholder Representative, Stockholder Representative shall reimburse the Participating Holders the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. Any Representative Losses shall be satisfied from the Participating Holders, severally and not jointly (in accordance with their Pro Rata Shares) and may be recouped from any proceeds payable to the Participating Holders. Subject to Advisory Group approval, the Stockholder Representative may reserve funds from any consideration otherwise distributable to the Participating Holders for future expenses. The Participating Holders acknowledge that the Stockholder Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement, the Stockholder Representative Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Stockholder Representative shall not be required to take any action unless the Stockholder Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Stockholder Representative against the costs, expenses and liabilities which may be incurred by the Stockholder Representative in performing such actions. (d) The Stockholder Representative shall maintain (the “Representative Expense Fund”) as a fund from which the Stockholder Representative shall reimburse itself for or pay directly any fees, expenses or costs that the Stockholder Representative incurs in performing its duties and obligations under this Agreement, the Escrow Agreement or the Stockholder Representative Engagement Agreement, or in connection with any transactions contemplated by this Agreement, including fees and expenses incurred pursuant to the procedures and provisions set forth herein and legal and consultant fees, expenses and costs for reviewing, analyzing and defending any claim or process arising under or pursuant to this Agreement, the Escrow Agreement or the Stockholder Representative Engagement Agreement. The Representative Expense Fund will initially total $100,000. In addition, the first $100,000 of Post-Closing Contingent Payments otherwise payable to Participating Holders will be contributed to the Representative Expense Fund, resulting in total contributions of $200,000. The Participating Holders will not receive any interest or earnings on the Representative Expense Fund and irrevocably transfers and assigns to the Stockholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholder Representative is not acting as a withholding agent or in any similar capacity in connection with the performance Representative Expense Fund and has no tax reporting or income distribution obligations. The Stockholder Representative will not be liable for any loss of hisprincipal of the Representative Expense Fund. As soon as reasonably determined by the Stockholder Representative or the Advisory Group that the Representative Expense Fund is no longer required to be withheld, her or its duties as the Stockholder Representative shall pay to HoldCo or a designated paying agent, by wire transfer of immediately available funds, the remainder of the Representative Expense Fund and, only if such determination is made after the Parent Entities have been fully reimbursed for the initial balance of the Representative Expense Fund, for further distribution to each Participating Stockholder (subject to each such Participating Holder’s delivery of a properly completed and executed Letter of Transmittal) such Participating Holder’s Pro-Rata Share of the remainder of the Representative Expense Fund. (e) Notwithstanding the appointment of the Stockholder Representative hereunder, in the event of any Legal Action following the Closing relating to this Agreement or the transactions or agreements described herein (each, a “Post-Closing Dispute”), all Parties will be borne and paid exclusively by entitled to discovery from the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior Stockholders as if they were parties to the Effective TimePost-Closing Dispute. With respect to documents, the Stockholders agree that the Stockholder Representative shall have full power and authority to control and produce documents on behalf of the Stockholders to satisfy such entitlement. The Stockholder Representative acknowledges for purpose of any Post-Closing Dispute that it has possession, custody, and control of the Stockholders’ documents. The Stockholder Representative will not assert in a Post-Closing Dispute, by away of defense, in a discovery matter, or otherwise, that it lacks possession, custody or control of the Stockholders’ documents. [Signature Page Follows.]

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 Company▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (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 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. (b) The Company’s stockholders agree that such agency consents and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions instructions by the Stockholder Representative will shall be binding upon all of the Company’s stockholdersStockholders, and no Company stockholder will Stockholder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Acquiror shall not have the right to object to, dissent from, protest or otherwise contest the authority of the Stockholder Representative. The Acquiror and Sub shall be entitled to rely on any decision, action, consent or instruction of the Stockholder Representative will have no duties as being the decision, action, consent or obligations hereunder except those specifically set forth herein instruction of the 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 duties decision, act, consent or instruction. Each of the Acquiror, Sub and obligations will be determined solely the Surviving Corporation hereby waive, and by the express provisions their approval of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless , the Stockholders shall be deemed to have waived, any claims they may have or assert, including those that may arise in the future, against the Stockholder Representative against all Liabilities incurred for any action or inaction taken or not taken by the Stockholder Representative in connection with such person’s capacity as Stockholder Representative except to the performance extent that such action or inaction shall have been held by a court of hiscompetent jurisdiction to constitute gross negligence or willful misconduct. (b) The Stockholder Representative may resign at any time, her and may be removed for any reason or its duties as no reason by the vote or written consent of Stockholders holding a majority of the aggregate Shares at the Effective Time (the “Majority Holders”). In the event of the death, incapacity, resignation or removal of the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the a new Stockholder Representative is made a party shall be appointed by reason the vote or written consent of the fact that Majority Holders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to the Acquiror and, after the Effective Time, to the Surviving Corporation, such appointment to be effective upon the later of the date indicated in such consent or the date such consent is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed received by the Stockholder Representative will incur any Liability to any Company stockholder relating to Acquiror and, after the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any actionEffective Time, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithSurviving Corporation. (c) The provisions approval of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders requisite vote or written consent of a majority in interest Stockholders shall also be deemed to constitute approval of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior all arrangements relating to the Effective Timetransactions contemplated hereby and to the provisions hereof binding upon the Stockholders.

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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (and by execution of this Agreement ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby accept such appointment), as representative, agent, proxy agent and attorney-in-fact for and on behalf of the Company Stockholders for Company’s 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 Escrow Agreement and the taking by the Stockholder Representatives of any and all purposes 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 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: (i) give and receive notices and communications under this Agreement or service of process, the Escrow Agreement; (ii) negotiate, determine, compromise, settle and take any other action permitted or called authorize delivery to Parent of Escrow Shares held under the Escrow Agreement in satisfaction of claims for indemnification made by any Company stockholder Buyer Indemnified Parties under this Agreement, ; (iii) execute 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 deliver compromises of, and comply with orders of courts with respect to claims for indemnification made by any terminationBuyer Indemnified Party under this Agreement; (v) take all actions necessary or appropriate in the good faith judgment of the Stockholder Representatives for the accomplishment of the foregoing, amendment and (v) to vote the Escrow Shares in connection with any meeting or waiver 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 10.13 is coupled with an interest and is irrevocable, may be 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. (b) The Stockholder Representatives shall not be liable for any Damages incurred by the Stockholder Representatives while acting in good faith and arising out of or in connection with the acceptance or administration of its duties hereunder (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith). Each Indemnifying Company Stockholder (in accordance with the Allocation Percentage of such Indemnifying Company Stockholder) agrees to indemnify the Stockholder Representatives against liability for any action taken or not taken by him in his capacity as such agent. In such event, the Escrow Shares being released to the Indemnifying Company Stockholders pursuant to this Agreement in connection therewith, and the Escrow Agreement (ivprior to distribution to the Indemnifying Company Stockholders) engage such counsel, experts shall be available to indemnify and other agents and consultants as hold the Stockholder Representative deems necessary in connection with exercising harmless against any Damages incurred by the powers granted hereunder and, in the absence of Stockholder Representatives without bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions Representatives 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 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 acceptance 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance administration of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement and the Escrow Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability Representatives shall be entitled to recover any out-of-pocket costs and expenses reasonably incurred by them in respect connection with actions taken by them pursuant to the terms of this Agreement or the Escrow Agreement (including the hiring of legal counsel and the incurring of legal fees and costs) from the Escrow Shares being released to the Indemnifying Company Stockholders pursuant to this Agreement and the Escrow Agreement (prior to distribution to the Indemnifying Company Stockholders), without the requirement of any action, claim consent or proceeding brought against the Stockholder Representative approval by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithParent. (c) The provisions From and after the Effective Time, Parent shall cause the Surviving Corporation to provide the Stockholder Representatives with reasonable access to information about the Surviving Corporation and the reasonable assistance of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, officers and successors employees of each Company Stockholder, Parent and any references in the Surviving Corporation for purposes of performing their duties and exercising their rights under this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwiseEscrow Agreement. (d) If From and after the Effective Time, a decision, act, consent or instruction of either Stockholder Representative shall dieconstitute a decision of all Company stockholders and shall be final, become disabled binding and conclusive upon each Company stockholder, and the Escrow Agent and Parent may rely upon any decision, act, consent or otherwise be unable instruction of a Representative as being the decision, act, consent or unwilling to fulfill his, her or its responsibilities as agent instruction of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership each of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent stockholders. Parent and Surviving Corporation are hereby relieved from any liability to any person for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred any acts done by the Stockholder Representative and any acts done by Parent or Surviving Corporation in connection accordance with the performance any such decision, act, consent or instruction of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Timea Representative.

Stockholder Representative. (a) The Company (and pursuant to the terms Each of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Indemnifying Parties hereby appoint ▇▇▇▇▇ ▇▇▇▇▇ as representative, agent, proxy its agent and attorney-in-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 for and on their behalf to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary in connection with exercising the powers granted hereunder and, or appropriate in the absence judgment of bad faith on the part either of the Stockholder RepresentativeRepresentative 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 30 days prior written notice to Parent; 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 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 may not be liable in any manner whatsoever for any removed unless holders 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in two thirds interest of the Company’s stockholders (based on Escrow Fund agree to such removal and to the ownership identity of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for substituted agent. A vacancy in the Company Stockholders. The Person serving as the position of Stockholder Representative may be replaced from time to time filled by the holders of a majority in interest of the Company Stockholders (based on the ownership Escrow Fund. No bond shall be required of the Company Stock set forth on Schedule 1.4). In either caseStockholder Representative, and the successor Stockholder Representative shall promptly notify Parent in writing of not receive any compensation for its services. Notices or communications to or from the identity of such successor Stockholder Representative. Any such successor Representative shall become constitute notice to or from the “Stockholder Representative” for purposes of this AgreementIndemnifying Parties. (eb) All expenses The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. Any loss, liability or expense incurred by without negligence or bad faith on the part of the Stockholder Representative and arising out of or in connection with the performance acceptance or administration of histhe Stockholder Representative's duties hereunder, her or its duties including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be borne and paid exclusively by entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal to the Company Stockholdersaverage closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) A decision, act, consent or instruction of the Stockholder Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to their respective ownership Section 8.1 hereof, shall constitute a decision of Company Stock (on an as-converted basis) immediately prior the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; and Parent 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. Parent is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Effective TimeStockholder Representative.

Stockholder Representative. (a) The Company As of the date hereof and at all times subsequent to the Closing, the STOCKHOLDERS shall be deemed to have appointed ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (hereinafter referred to as the "STOCKHOLDER Representative") as their representative for purposes of all amendments, consents and waivers under this Agreement and for purposes of taking actions on behalf of the STOCKHOLDERS pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Section 11 and as representative, agent, proxy and attorney-in-fact and agent for and on behalf of the Company Stockholders for STOCKHOLDERS with authority to take any and all purposes actions and make any and all decisions required or permitted to be taken or made by them with respect to such amendments, consents, waivers and actions under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, Section 11 (including, without limitation, the settling of claims pursuant to Section 11). The STOCKHOLDER Representative shall have and is hereby granted by the STOCKHOLDERS full power and authority on each as agent of STOCKHOLDERS to represent such Company Stockholder’s behalf to: (i) receive notices or service of processSTOCKHOLDERS, (ii) negotiateand their respective successors, determineheirs, compromiserepresentatives, settle and take assigns with respect to all matters arising under this Agreement and any other action permitted or called for matters concerning the transactions contemplated by any Company stockholder under this Agreement, (iii) execute both before and deliver any terminationafter the Closing, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as all action taken by the Stockholder STOCKHOLDER Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part shall be binding upon all of the Stockholder RepresentativeSTOCKHOLDERS, will be entitled to conclusively rely on the opinions and advice their respective successors, heirs, representatives and assigns as if expressly confirmed and ratified in writing by each 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 Representativethem. (b) The Company’s stockholders agree that such agency and proxy are coupled STOCKHOLDER Representative, in his capacity as such, shall not incur any liability to any other STOCKHOLDER with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution respect to any action or liquidation of any Company’s stockholder. All decisions and actions inaction taken by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest him except those involving his own willful misconduct or otherwise contest the samegross negligence. The Stockholder STOCKHOLDER Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against may, in all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative questions arising under this Agreement. Neither , rely on the Stockholder Representative nor any agent employed advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder STOCKHOLDER Representative will incur any Liability based on such advice, the STOCKHOLDER Representative, in his capacity as such, shall not be liable to any Company stockholder relating to other STOCKHOLDER. Nothing set forth in this Section 18.16(b) shall in any way relieve the performance STOCKHOLDERS, in their capacities as STOCKHOLDERS, of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faiththeir obligations under this Agreement. (c) The provisions of this Section 10.1 will be binding on In the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent event of the Company’s stockholders, then a majority in interest death or permanent disability of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint STOCKHOLDER Representative, or his resignation as STOCKHOLDER Representative, a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder STOCKHOLDER Representative shall be borne and paid exclusively appointed by the Company Stockholders, pursuant STOCKHOLDERS. Prompt notice of such appointment shall be delivered in writing by the STOCKHOLDERS to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeHOLDING.

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 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 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 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 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 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative vacancy may be replaced from time to time filled by the holders of a majority in interest of the Company Stockholders (based on the ownership Escrow Fund. No bond shall be required of the Company Stock set forth on Schedule 1.4)Stockholder Representative. In either caseAfter the Closing, notices or communications to or from the successor Stockholder Representative shall promptly notify Parent in writing constitute notice to or from the Seller Indemnifying Parties; provided, for the avoidance of doubt, it is hereby clarified that the identity of such successor Stockholder Representative. Any such successor Representative shall become the “Stockholder Representative” for purposes of this Agreementhave no authority to receive notification or agree to settlement or liability with respect to claims made pursuant to Section 7.2(a) directly against a Seller Indemnifying Party. (eb) All The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and without gross negligence or willful misconduct. The Seller Indemnifying Parties shall indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any and all Losses arising out of or in connection with the acceptance or administration of the Stockholder Representative’s duties hereunder, including the reasonable fees and expenses incurred of any legal counsel retained by the Stockholder Representative and any amounts required to be paid by the Stockholder Representative to the Escrow Agent pursuant to the Escrow Agreement (“Stockholder Representative Expenses”), in each case, as such Stockholder Representative Expense is incurred or suffered. Following the Expiration Date, the Stockholder Representative shall have the right to recover Stockholder Representative Expenses from the Escrow Fund prior to any distribution to the Seller Indemnifying Parties (provided that such funds would otherwise be released to the Seller Indemnifying Parties and are no longer subject to any pending indemnification claims), and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Stockholder Representative Expenses actually incurred. For the avoidance of doubt, while this section allows the Stockholder Representative to be paid from the Escrow Fund, this Section 7.5(b) shall not limit the obligation of any Seller Indemnifying Party to promptly pay such Stockholder Representative Expenses as they are incurred, nor does it prevent the Stockholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Stockholder Representative be required to advance its own funds on behalf of the Seller Indemnifying Parties or otherwise. The Seller Indemnifying Parties acknowledge and agree that the foregoing indemnities in this Section 7.5(b) will survive the resignation or removal of the Stockholder Representative or the termination of this Agreement (notwithstanding Section 6.2). A decision, act, consent or instruction of the Stockholder Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 9.2 or Section 9.3, shall constitute a decision of the Seller Indemnifying Parties and shall be final, conclusive and binding upon the Seller Indemnifying Parties; and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of the Seller Indemnifying Parties. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative. (c) Notwithstanding that the Company and its Subsidiaries have been represented by ▇▇▇▇▇▇ LLP (the “Firm”) in the preparation, negotiation and execution of this Agreement and the Related Agreements (collectively, the “Transaction Agreements”), each of Parent and the Company agrees that after the Closing the Firm may represent the Stockholder Representative, the Seller Indemnifying Parties and/or their Affiliates in all matters related to the Transaction Agreements, including without limitation in respect of any indemnification claims pursuant to the Transaction Agreements. Each of Parent and the Company hereby acknowledges, on behalf of itself and its Affiliates, that it has had an opportunity to ask for and has obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation, and it hereby waives any conflict arising out of such future representation. (d) Each of Parent and the Company hereby acknowledges, on behalf of itself and its Affiliates, that the Firm has represented the Company and its Subsidiaries in connection with the performance transactions contemplated by the Transaction Agreements. Such parties agree that any attorney-client privilege, attorney work-product protection and expectation of hisclient confidence belonging to the Company and its Subsidiaries and related to the transactions contemplated by the Transaction Agreements, her and all information and documents covered by such privilege or its duties as protection shall, after the Closing, belong to, be deemed the right of, and be controlled solely by the Seller Indemnifying Parties and may only be waived by the Stockholder Representative on behalf of the Seller Indemnifying Parties. To the extent that Parent or the Company receives or takes physical possession of any privileged or protected material covered by this Section 7.5(d) after the Closing, such physical possession or receipt shall not, in any way, be borne and paid exclusively deemed a waiver by the Company Stockholders, pursuant to their respective ownership Seller Indemnifying Parties of Company Stock (on an as-converted basis) immediately prior to the Effective Timeprivileges or protections described in this Section 7.5.

Stockholder Representative. (a) The Company (and pursuant to the terms Each of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Indemnifying Parties hereby appoint ▇▇▇▇▇ ▇▇▇▇▇ as representative, agent, proxy its agent and attorney-in-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 for and on their behalf to give and receive notices and communications, to authorize payment to the Parent from the Available Escrow Fund in satisfaction of claims by Parent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary in connection with exercising the powers granted hereunder and, or appropriate in the absence judgment of bad faith on the part either of the Stockholder RepresentativeRepresentative 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 30 days prior written notice to Parent; 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 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 may not be liable in any manner whatsoever for any removed unless holders 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in two thirds interest of the Company’s stockholders (based on Escrow Fund agree to such removal and to the ownership identity of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for substituted agent. A vacancy in the Company Stockholders. The Person serving as the position of Stockholder Representative may be replaced from time to time filled by the holders of a majority in interest of the Company Stockholders (based on the ownership Escrow Fund. No bond shall be required of the Company Stock set forth on Schedule 1.4). In either caseStockholder Representative, and the successor Stockholder Representative shall promptly notify Parent in writing of not receive any compensation for its services. Notices or communications to or from the identity of such successor Stockholder Representative. Any such successor Representative shall become constitute notice to or from the “Stockholder Representative” for purposes of this AgreementIndemnifying Parties. (eb) All expenses The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. Any loss, liability or expense incurred by without negligence or bad faith on the part of the Stockholder Representative and arising out of or in connection with the performance acceptance or administration of histhe Stockholder Representative's duties hereunder, her or its duties including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses". The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses. Following the termination of the Escrow Period and the resolution of all pending claims made by the Parent Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover the Stockholder Representative Expenses from any remaining portion of the Available Escrow Fund prior to any distribution to the Indemnifying Parties, and prior to any such distribution, the Stockholder Representative shall deliver to Parent a certificate setting forth the Stockholder Representative Expenses to the Stockholder Representative. For the purposes of determining how many shares of Parent Common Stock the Stockholder Representative shall be borne and paid exclusively by entitled to recover for any Stockholder Representative Expenses hereunder, each share of Parent Common Stock shall have a value equal [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED FOR CONFIDENTIALITY PURPOSES to the Company Stockholdersaverage closing sale price of one share of Parent Common Stock as reported on the Nasdaq Global Market for the ten consecutive trading days ending three trading days immediately preceding the date of payment for such Stockholder Representative Expenses. Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund. (c) A decision, act, consent or instruction of the Stockholder Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to their respective ownership Section 8.1 hereof, shall constitute a decision of Company Stock (on an as-converted basis) immediately prior the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties; and Parent 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. Parent is hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Effective TimeStockholder Representative.

Stockholder Representative. (a) The Company (By approving this Agreement and pursuant to the terms transactions contemplated hereby or by executing and delivering a Letter of the Company Stockholder ConsentTransmittal, each of the Company’s stockholders) Stockholder shall have irrevocably appoints the authorized and appointed Stockholder Representative to act as representative, agent, proxy such Person’s representative and attorney-in-fact for the Company Stockholders for all purposes under to act on behalf of such Person with respect to this Agreement, the Merger Escrow Agreement and otherwise in connection with the Contemplated Transactionsother applicable Transaction Documents, including, without limitationand to take any and all actions and make any decisions required or permitted to be taken by Stockholder Representative pursuant to this Agreement, the full Escrow Agreement and the other applicable Transaction Documents, including the exercise of the power and authority on each such Company Stockholder’s behalf to: : (i) give and receive notices or service of process, and communications; (ii) authorize delivery to Parent and/or Operator, as applicable, of cash from the Escrow Account in satisfaction of any amounts owed to Parent and/or Operator, as applicable, or from the Escrow Account in satisfaction of Claims for indemnification made by Parent and/or Operator, as applicable, or otherwise; (iii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders or otherwise handle any other matters described in the Transaction Documents; (iv) agree to, negotiate, enter into settlements and compromises of, and comply with Orders with respect to Claims for indemnification made by Parent and/or Operator, as applicable; (v) litigate, arbitrate, resolve, settle and take or compromise any other action permitted or called Claim for by any Company stockholder under indemnification pursuant to this Agreement, ; (iiivi) execute and deliver any termination, amendment all documents necessary or waiver desirable to carry out the intent of this Agreement in connection therewithand any Transaction Document (including the Escrow Agreement); (vii) make all elections or decisions contemplated by this Agreement and any Transaction Document (including the Escrow Agreement); (viii) engage, employ or appoint any agents or Representatives (ivincluding attorneys, accountants and consultants) engage such counsel, experts and other agents and consultants as the to assist Stockholder Representative deems in complying with its duties and obligations; and (ix) take all actions necessary in connection with exercising the powers granted hereunder and, or appropriate in the absence good faith judgment of bad faith on Stockholder Representative for the part accomplishment 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 Representativeforegoing. (b) The Company’s stockholders agree that such agency Buyer Parties shall be entitled to deal exclusively with Stockholder Representative on all matters relating to this Agreement and proxy are coupled with an interestthe other Transaction Documents and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder by Stockholder Representative, and are therefore irrevocable without the consent on any other action taken or purported to be taken on behalf of any Stockholder by Stockholder Representative, as being fully binding upon such Person. Notices or communications to or from Stockholder Representative shall constitute notice to or from each of the Stockholders. Any decision or action by Stockholder Representative hereunder, including any agreement between Stockholder Representative and will survive any Buyer Party relating to the deathdefense, incapacity, bankruptcy, dissolution payment or liquidation settlement of any Company’s stockholderclaims for indemnification hereunder, shall constitute a decision or action of all Stockholders and shall be final, binding and conclusive upon each such Person. All decisions and actions by the No Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly Section 10.14, including the power of attorney granted hereby, are independent and severally indemnify severable, are irrevocable and hold harmless the Stockholder Representative against all Liabilities incurred coupled with an interest and shall not be terminated by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect act of any actionone or Stockholders, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took operation of Law, whether by death or omitted taking any action in good faithother event. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may resign at any time, and may be replaced from time to time removed for any reason or no reason by the holders vote or written consent of a majority in interest of the Company Stockholders (based on the ownership according to each Stockholder’s pro rata share of the Company Stock set forth on Schedule 1.4Merger Consideration (the “Majority Holders”); provided, however, that in no event shall Stockholder Representative resign or be removed without the Majority Holders having first appointed a new Stockholder Representative who shall assume such duties immediately upon the resignation or removal of Stockholder Representative. In either casethe event of the death, the successor incapacity, resignation or removal of Stockholder Representative, a new Stockholder Representative shall promptly notify Parent in writing be appointed by the vote or written consent of the identity Majority Holders. Notice of such successor vote or a copy of the written consent appointing such new Stockholder Representative and a written acceptance by the new Stockholder Representative shall be sent to Parent and Operator, such appointment to be effective upon the later of the date indicated in such consent or the date such notice and acceptance is received by Parent and Operator; provided, that until such notice is received, Buyer Parties and the Surviving Corporation shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described above. (d) Except as otherwise provided herein, Stockholder Representative shall have the sole discretion to use Stockholder Representative Expense Amount to pay any out-of-pocket costs or expenses incurred by Stockholder Representative in its capacity as Stockholder Representative, including any attorneys’, accountants’ and other experts’ fees. Any such successor shall become the “Once Stockholder Representative determines, in its discretion, that it will not incur any additional expenses in its capacity as Stockholder Representative” for purposes , it will distribute, at its sole expense, to the Common Stockholders and Series B Stockholders, pro rata in proportion to each such Stockholder’s Applicable Percentage, the remaining unused portion of Stockholder Representative Expense Amount, if any, without interest; provided, however, that Stockholder Representative shall not distribute any unused portion of the Stockholder Representative Expense Amount while Stockholder Representative is exercising its control rights with respect to a Tax Matter pursuant to Section 9.4(b); provided further, however, that in the event (i) the Stockholder Representative Expense Amount is, in the opinion of Stockholder Representative, insufficient to satisfy those costs or expenses referenced in the first sentence of this Section 10.14(d), or (ii) subsequent to distribution of any unused portion of the Stockholder Representative Expense Amount pursuant to this Section 10.14(d), Stockholder Representative incurs any additional costs or expenses in its capacity as Stockholder Representative (or in good faith believes it will do so), then any amounts necessary to satisfy Stockholder Representative pursuant to clauses (i) or (ii) of this Section 10.14(d) shall be deducted from any amounts that are otherwise payable to the Stockholders from the Indemnification Escrow Account in connection with any distribution therefrom to the Stockholders in accordance with the Escrow Agreement. The Buyer Parties shall provide reasonable assistance to Stockholder Representative in the remittance of the remaining Stockholder Representative Expense Amount to the Common Stockholders and Series B Stockholders. (e) All expenses incurred by the Stockholder Representative shall not be liable to any Person for any act of Stockholder Representative taken in good faith and arising out of or in connection with the performance acceptance or administration of his, her or its duties under this Agreement and the Escrow Agreement (it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith), except to the extent any liability, loss, damage, penalty, fine, cost or expense is actually incurred by such Person as a proximate result of the willful misconduct or bad faith of Stockholder Representative. Stockholder Representative shall not be borne liable for any liability, loss, damage, penalty, fine, cost or expense incurred by Stockholder Representative while acting in good faith, and paid exclusively arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, except to the extent that any such liability, loss, damage, penalty, fine, cost or expense is the proximate result of the willful misconduct or bad faith of Stockholder Representative. Stockholder Representative Expense Amount shall be available to indemnify and hold Stockholder Representative harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by Stockholder Representative arising out of or in connection with the Company Stockholdersacceptance or administration of its duties under this Agreement and the Escrow Agreement, pursuant except to their respective ownership the extent that any such liability, loss, damage, penalty, fine, cost or expense is the proximate result of Company Stock the gross negligence or bad faith of Stockholder Representative. (on an as-converted basisf) immediately prior to From and after the Effective Time, Parent and Operator, as applicable, shall cause the Surviving Corporation and its Subsidiaries to provide Stockholder Representative with reasonable access to information about the Surviving Corporation and its Subsidiaries and the reasonable assistance of their officers and employees for the purpose of performing Stockholder Representative’s duties and exercising its rights under this Agreement and the Escrow Agreement; provided, however, that Stockholder Representative shall not unreasonably interfere with any of the operations or business activities of the Surviving Corporation or its Subsidiaries.

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 authority distribute it in accordance with this Agreement, to enter into the Escrow Agreement on each such Company Stockholder’s 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: (i) receive notices or service of process, (ii) negotiate, determineprosecute, compromisedefend, settle enter into settlements and compromises of, or take any other action permitted with respect to any indemnification claims by or called for by against any Company stockholder of the Executing Stockholders under this Agreement, (iii) demand arbitration and comply with Orders of Governmental Authorities and awards of arbitrators with respect to such claims, to negotiate, execute and deliver any termination, amendment or waiver amendments to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as if the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part 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 Representativewithout adversely affecting the rights, will be entitled benefits or obligations of all other Executing Stockholders in a substantially similar manner, to conclusively rely on execute, date and deliver the opinions and advice of such PersonsTransaction Documents, (v) receive funds and make or release payments of funds to pay any amounts that use the Stockholder Representative has incurred or reasonably expects to incur Reserve 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 performance 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 its duties and the Company. The Company Stockholders acknowledge that Parent exercise of its authority hereunder, to retain funds for reasonably anticipated expenses and Merger Sub will be entitled liabilities to conclusively rely upon, without independent investigation, any act, notice, instruction or communication of the extent the Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will Reserve is 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interestsufficient, and are therefore irrevocable without to take all other actions necessary or appropriate in the consent judgment of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with this Agreement and the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason consummation of the fact that transactions contemplated hereby. Notwithstanding the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any actionforegoing, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling have no obligation to fulfill his, her or its responsibilities as agent act on behalf of the Company’s stockholdersExecuting Stockholders, then a majority except as expressly provided herein and in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholdersother Transaction Documents. The Person serving as the Stockholder Representative Such agency may be replaced from time to time changed by the holders of a majority in interest of the Company Executing Stockholders (based on the ownership their portion of the Company Shares to be sold hereunder on an as if converted to Common Stock set forth 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) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Executing Stockholder and shall be binding on Schedule 1.4)any successor thereto, and (ii) shall survive the delivery of an assignment by any Executing Stockholder of the whole or any fraction of his, her or its interest in the Indemnification Escrow Amount. In either case, No bond shall be required of the successor Stockholder Representative. Notices or communications to or from the Stockholder Representative shall promptly notify Parent in writing constitute notice to or from each of the identity of such successor Stockholder Representative. Any such successor shall become Executing Stockholders. (b) Certain Executing Stockholders have entered into a letter agreement (the “Stockholder Representative” Representative Agreement”) with the Stockholder Representative for purposes certain representatives of this Agreement. such Executing Stockholders (ethe “Advisory Group”) All expenses incurred by to provide direction to the Stockholder Representative in connection with the performance of hisits services under this Agreement and the other Transaction Documents. Neither the Stockholder Representative (together with its members, her managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group or its Affiliates (including, the Executing Stockholders appointing such Advisory Group) (collectively, the “Stockholder Representative Group”) shall be liable for any act done or omitted hereunder as Stockholder Representative or in its capacity as the Advisory Group while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of good faith. The Executing Stockholders shall severally, based on such Executing Stockholder’s Pro Rata Share, indemnify, defend and hold harmless the Stockholder Representative Group against any loss, liability, claim, damage, fee, cost, fine, judgment, amount paid in settlement or expense (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) incurred without bad faith, gross negligence or willful misconduct on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of its duties under this Agreement (collectively, the “Stockholder Representative Expenses”). Such Stockholder Representative Expenses shall be recovered first, from the Stockholder Representative Reserve, second, from any distribution of the Indemnification Escrow Amount otherwise distributable to the Executing Stockholders, the Executing Option Holders and Non-Owner Participants at the time of distribution (in accordance with their Pro Rata Shares), and third, directly from the Executing Stockholders, the Executing Option Holders and Non-Owner Participants (in accordance with their Pro Rata Shares). The immunities and rights to indemnification shall survive the resignation or removal of the Stockholder Representative or any member of the Stockholder Representative Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. The Executing Stockholders acknowledge that the Stockholder Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties. (c) The Stockholder Representative will hold the Stockholder Representative Reserve separate from its corporate funds and will not voluntarily make it available to its creditors in the event of bankruptcy. The Stockholder Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Stockholder Representative Reserve other than as a result of its bad faith, gross negligence or willful misconduct. The Stockholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Stockholder Representative Reserve, and has no tax reporting or income distribution obligations hereunder. (d) In the event that a Parent Indemnified Party receives payment from the remaining Indemnification Escrow Amount and/or Indentified Matters Escrow Amount as a result of an indemnification claim against an Executing Stockholder (such Executing Stockholder being referred to herein as the “Breaching Stockholder”) pursuant to Section 9.2(b) of this Agreement (any such payment being referred to herein as a “Disproportionate Payment”), each Executing Stockholder agrees that the Stockholder Representative, at its election, shall be entitled to (i) withhold from any amounts otherwise due to such Breaching Stockholder under this Agreement or the Transaction Documents (including, without limitation, the portion of the Escrow Amount and the Stockholder Representative Reserve that would have otherwise been released to such Breaching Stockholder) an amount equal to the Disproportionate Payment and any costs, fees and expenses incurred by or on behalf of the Stockholder Representative in connection with such Disproportionate Payment or (ii) require such Breaching Stockholder to pay an amount equal to the Disproportionate Payment, plus all costs, fees and expenses incurred by or on behalf of the Stockholder Representative in connection with such Disproportionate Payment, to the Stockholder Representative for the benefit of the other Executing Stockholders, the Executing Option Holders and Non-Owner Participants. (e) The Stockholder Representative shall be borne entitled to rely upon any signature believed by it to be genuine and paid exclusively reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Executing Stockholder or other party. A written decision, consent, notice or instruction of the Stockholder Representative related to any of the Transaction Documents or any of the transactions contemplated thereby shall constitute a decision, consent, notice or instruction, as applicable, of all of the Executing Stockholders and shall be final, binding and conclusive upon each of the Executing Stockholders and such Executing Stockholder’s successors as if expressly confirmed and ratified in writing by such Executing Stockholder, and Parent may rely upon any such written decision, consent, notice or instruction of the Company StockholdersStockholder Representative as being the decision, pursuant consent, notice or instruction of each and every Executing Stockholder. Each Executing Stockholder waives any and all defenses which may be available to their respective ownership contest, negate or disaffirm the action of Company Stock (on an as-converted basis) immediately prior the Stockholder Representative taken in good faith under this Agreement or the other Transaction Documents. Parent and its Affiliates are hereby relieved from any liability to any Person for any acts done by them in accordance with such written decision, consent, notice or instruction of the Effective TimeStockholder 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. (b) The Company’s stockholders agree that such agency In connection with this Agreement and proxy are coupled with an interestany instrument, agreement or document relating hereto or thereto, and are therefore irrevocable without in exercising or failing to exercise all or any of the consent powers conferred upon Stockholder Representative hereunder: (i) the Stockholder Representative shall incur no responsibility whatsoever to any Stockholder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with any such other agreement, instrument or document, excepting only responsibility for any act or failure to act which represents bad faith or willful misconduct; and (ii) the Stockholder Representative shall be entitled to rely in good faith on the advice of counsel, public accountants or other experts experienced in the matter at issue, and any error in judgment or other act or omission of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by pursuant to such advice shall in no event subject the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the sameliability to any Stockholders. The Each Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally shall indemnify and hold harmless the Stockholder Representative against all Liabilities losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’, and other experts’ fees and the amount of any judgment against them, of any nature whatsoever (including any and all expense whatsoever reasonably incurred by in investigating, preparing or defending against any litigation, commenced or threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding, or in connection with any appeal thereof, relating to the acts or omissions of the Stockholder Representative hereunder or otherwise; provided, however, that the foregoing indemnification shall not apply in connection with the performance event of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit action or proceeding to which finally adjudicates the liability of the Stockholder Representative is made a party by reason hereunder for its bad faith or willful misconduct. In the event of the fact that any indemnification hereunder, upon written notice from the Stockholder Representative to the Stockholders as to the existence of a deficiency toward the payment of any such indemnification amount, each Stockholder shall promptly deliver to the Stockholder Representative full payment of his or her ratable share of the amount of such deficiency; provided, that no Stockholder shall be liable for that portion of any claim of indemnification, individually or in the aggregate, that is or was acting as in excess of the portion of the Aggregate Purchase Price actually received by such Stockholder. (c) All of the indemnities, immunities, and powers granted to the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor Agreement shall survive any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes termination of this Agreement. (ed) All expenses incurred by The grant of authority provided for herein is coupled with an interest and shall survive the death, incompetency, bankruptcy or liquidation of any Stockholder. If the Stockholder Representative is unable to serve in such capacity or if the Stockholders desire to designate a new Stockholder Representative, his successor shall be designated by the Stockholders in writing delivered to Buyer. (e) Buyer 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 the Stockholders, and Buyer is hereby relieved from any liability to any Person for acts done by it or omissions made by it in accordance with such decision, act, consent or instruction. The Stockholders shall jointly and severally release, indemnify, and hold harmless Buyer and the Company from and against all Losses, including reasonable attorneys’ fees and disbursements, arising out of or in connection with the performance Stockholder Representative’s exercise of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, authority pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Timethis Section 2.7.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder Consent, ▇▇▇▇▇▇ is hereby designated by each of the Company’s stockholdersStockholders to serve as the representative of each Stockholder with respect to this Agreement and the transactions contemplated hereby (in such capacity, “Stockholder Representative”). (b) Each of the Stockholders, by the execution of this Agreement, hereby irrevocably appoints the Stockholder Representative to act as representative, the agent, proxy and attorney-in-fact for the Company Stockholders such Stockholder for all purposes under of this AgreementAgreement and the Transaction Documents, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, including the full power and authority on each such Company Stockholder’s behalf tobehalf: (i) receive notices or service of process, to consummate the transactions contemplated herein and therein; (ii) negotiate, determine, compromise, settle and take to disburse any other action permitted or called for by any Company stockholder under this Agreement, funds received hereunder to such Stockholder; (iii) to endorse and deliver any instruments of transfer and assignment as Buyer may reasonably request; (iv) to execute and deliver on behalf of such Stockholder 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, hereto or thereto; (v) receive funds and make to take all other actions to be taken by or release payments on behalf of funds to pay any amounts that the such 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, herewith or therewith; (vi) to execute closing statements, settlement statements do each and funds flow statements on behalf every act and exercise any and all rights which such Stockholder or the Stockholder collectively are permitted or required to do or exercise under this Agreement and the Transaction Documents; and (vii) to resolve and settle claims under this Agreement and the Transaction Documents. 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 Representative. (b) The Company’s stockholders agree agrees that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholderStockholder. All decisions and actions by the Stockholder Representative will shall be binding upon all of the Company’s stockholdersStockholders, and no Company stockholder will Stockholder shall have the right to object, dissent, protest or otherwise contest the same. The Buyer shall have no liability to any Stockholder or any other Person for (x) the proper distribution of any payment made by Buyer to Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by on behalf of the express provisions of Stockholders under this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred , (y) any action or inaction taken by the Stockholder Representative in connection its capacity as such, and (z) any acts done by Buyer in accordance with the performance of hisa decision, her act, consent or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance instruction of Stockholder Representative. Buyer shall be entitled to rely on Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithauthority hereunder. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement Notices or communications to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the from Stockholder Representative shall die, become disabled constitute notice to or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent from each of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and Stockholders will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative from and against any and all Liabilities incurred by Losses (as defined in the Stockholder Representative Merger Agreement) arising out of or in connection with the Stockholder Representative’s execution and performance of histhis Agreement, her in each case as such Loss is suffered or its duties as incurred; provided, that in the event that any such Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating reimburse the Stockholders the amount of such indemnified Loss to the performance of Stockholder Representative’s duties hereunder except for actions extent attributable to such gross negligence or omissions constituting fraud or bad faithwillful misconduct. The Stockholder Representative In no event will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if be required to advance its own funds on behalf of the Stockholders or otherwise. The Stockholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholder Representative took or omitted taking any action in good faiththe termination of this Agreement. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to resign at any time by giving 30 days’ notice to the holders of a majority Corporate Taxpayer and the Stockholders; provided, however, in interest the event of the Company Stockholders (based on the ownership resignation or removal of the Company Stock set forth on Schedule 1.4). In either caseStockholder Representative, the successor a new Stockholder Representative (who shall promptly notify Parent in writing of be reasonably acceptable to the identity of such successor Stockholder Representative. Any such successor Corporate Taxpayer) shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred be appointed by the Stockholder Representative in connection with the performance vote or written consent of hisPE Greenlight Holdings, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeLLC.

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 of Stockholder shall be deemed to have approved the Company’s stockholders) irrevocably appoints designation of, and hereby designates, the Stockholder Representative to act as the representative, agent, proxy exclusive agent and attorney-in-fact for and on behalf of the Company Stockholders for and each Stockholder (i) agrees that all purposes actions taken by the Stockholder Representative under this Agreement, the Merger Stockholder Representative Engagement Agreement or any Ancillary Agreement shall be binding upon such Stockholder and otherwise its successors as if expressly confirmed and ratified in connection with the Contemplated Transactionswriting by such Stockholder, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service of process, (ii) negotiatewaives any and all defenses which may be available to contest, determine, compromise, settle and take any other negate or disaffirm the 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 of the Stockholder Representative deems necessary taken in connection with exercising the powers granted hereunder and, in the absence of bad good 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 Stockholder Representative Engagement Agreement or and otherwise Ancillary Agreements. The Stockholder Representative shall, on behalf of the Stockholders: 82 (i) take all action permitted in connection with the Contemplated Transactions, including amounts required to pay implementation of those provisions of this Agreement and the fees and expenses of professionals incurred Ancillary Agreements that require or permit action by the Stockholder Representative; (ii) take all action permitted in connection with the Contemplated Transactionsdefense and/or settlement of any and all claims for which the Stockholders may be required to provide indemnification pursuant to Section 10 (Indemnification) hereof (including rejecting, contesting, negotiating, settling and resolving any such claims) and any claims that may be made against the Escrow Amount; (iii) comply with Orders of courts and determinations and awards of arbitrators with respect to claims; (iv) review and take action with respect to Tax Returns or other Tax matters pursuant to Section 6; (v) review and take action pursuant to 1.7(c) (Post-Closing True-Up) and 1.7(d) (Resolution of Disputes) or any; (vi) give and receive all notices and service of process required or permitted to be given or received by the Stockholders or the Stockholder Representative under this Agreement or the Ancillary Agreements; (vii) execute closing statementsand deliver all amendments and waivers to this Agreement and the Ancillary Agreements that the Stockholder Representative deemed necessary or appropriate, settlement statements whether prior to, at or after the Closing; and funds flow statements take any and all such additional action or refrain from doing any further act or deed as is contemplated to be taken by or on behalf of the Company’s stockholders and Stockholders by the Company. The Company Stockholders acknowledge that Parent and Merger Sub will terms of this Agreement or of the Ancillary Agreements or as may be entitled to conclusively rely upon, without independent investigation, any act, notice, instruction necessary or communication appropriate in the judgment of the Stockholder Representative as provided in this Section 10.1 as for the acts accomplishment 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 Representativeforegoing. (b) The Company’s stockholders agree that such agency All notices provided to and/or legal process served upon the Stockholder Representative in accordance with this Agreement or the Ancillary Agreements shall be deemed to be provided to and/or served upon the Stockholders and proxy are coupled with an interestshall be conclusive and binding upon the Stockholders. All decisions, actions, agreements, and are therefore irrevocable without instructions by the consent of Stockholder Representative, including any consent, waiver, or agreement between the Stockholder Representative and will survive any Buyer Indemnitee relating to the death, incapacity, bankruptcy, dissolution defense or liquidation settlement of any Company’s stockholderclaim for which the Stockholders may be required to provide indemnification pursuant to Section 10 (Indemnification) hereof, shall be conclusive and binding upon the Stockholders; and the Buyer, each other Buyer Indemnitee and the Escrow Agent shall be entitled to rely conclusively thereon. All decisions The Buyer, each other Buyer Indemnitee and actions by the Escrow Agent shall have no duty to inquire into the authority of any person reasonably believed to be the Stockholder Representative will be binding upon the Company’s stockholdersand no responsibility or liability for any action or omission thereof, and no Company stockholder will party shall have any cause of action against the right Buyer, any other Buyer Indemnitee or the Escrow Agent for any action or omission by such party in reliance upon the instructions or decisions of any person reasonably believed to objectbe the Stockholder Representative. 83 (c) In the event that more than one Person shall at any time serve collectively as the Stockholder Representative, dissentdecisions of such Persons shall, protest as between them and with respect to the rights of the Stockholders in relation to the Stockholder Representative, be made by majority vote; provided, however that they shall designate a single Person as “Stockholder Representative” for all purposes involving the Buyer, any other Buyer Indemnitee, or otherwise contest the same. The Escrow Agent. (d) Certain Stockholders have entered into an engagement agreement (the “Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Engagement Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless ”) with the Stockholder Representative against all Liabilities incurred by to provide direction to the Stockholder Representative in connection with the performance of hisits services under this Agreement, her or its duties the Stockholder Representative Engagement Agreement and the Escrow Agreement (such Stockholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). (e) The Stockholder Representative is authorized to act on behalf of the Stockholders notwithstanding any dispute or disagreement among the Stockholders. In taking any actions as Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made may rely conclusively, without any further inquiry or investigation, upon any certification or confirmation, oral or written, given by any person he or it reasonably believes to be authorized thereunto. The Stockholder Representative shall be entitled to: (i) rely upon the Allocation Certificate, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a party by reason signatory has proper authorization to sign on behalf of the fact that the applicable Stockholder Representative is or was acting as the Stockholder Representative under this Agreementother party. Neither the Stockholder Representative nor its members, managers, directors, officers, contractors, agents and employees nor any agent employed member of the Advisory Group (collectively, the “Stockholder Representative Group”) will incur any liability of any kind with respect to any action or omission by the Stockholder Representative will incur any Liability to any Company stockholder relating to or the performance of Advisory Group in connection with the Stockholder Representative’s duties hereunder and Advisory Group’s services pursuant to this Agreement, the Stockholder Representative Engagement Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Stockholder Representative’s gross negligence or willful misconduct. The Stockholder Representative shall not be liable for actions any action or omissions constituting fraud omission pursuant to the advice of counsel. The Stockholders will, on a several basis in accordance with their Pro Rata Share, indemnify, defend and hold harmless the Stockholder Representative Group from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs, all expense of document location, duplication and shipment and in connection with seeking recovery from insurers) (collectively, “Representative Losses”) arising out of or bad faithin connection with the Stockholder Representative’s execution and performance of this Agreement, the Stockholder Representative Engagement Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholder Representative, the Stockholder Representative will reimburse the Stockholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholder Representative by the Stockholders, any such Representative Losses may be recovered by the Stockholder Representative from (i) the funds in the Expense Fund, and (ii) the amounts in the Escrow Amount at such time as any remaining amounts would otherwise be distributable to the Stockholders; provided, that while this section allows the Stockholder Representative to be paid 84 (f) As of the Effective Time, Buyer shall cause the Paying Agent to wire to the Stockholder Representative the Expense Fund, which will be used for the purposes of paying directly, or reimbursing the Stockholder Representative for, any Representative Losses or other third party expenses pursuant to this Agreement, the Stockholder Representative Engagement Agreement and the agreements ancillary hereto. The Stockholders 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 is not providing any investment supervision, recommendations or advice and will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Stockholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Stockholder Representative will have no Liability hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in respect the event of any actionbankruptcy. Subject to Advisory Group approval, claim or proceeding brought against the Stockholder Representative by may contribute funds to the Expense Fund from any Company stockholder if consideration otherwise distributable to the Stockholders. As soon as practicable following the completion of the Stockholder Representative’s responsibilities, the Stockholder Representative took or omitted taking will deliver any action in good faithremaining balance of the Expense Fund to the Paying Agent for further distribution to the Stockholders. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Stockholders at the time of Closing. (cg) The Stockholder Representative may resign at any time. In the event that the Stockholder Representative resigns from such position or is unable to continue in such position, Stockholders holding among them the rights to receive at least a majority of the amount then remaining in the Escrow Amount to be distributed to the Stockholders (or, if no Escrow Amount remains, representing a majority in interest of the Pro Rata Shares) (the “Majority Holders”) shall 85 (h) The provisions of this Section 10.1 will be binding on 12.15 (including the executorspowers, heirs, legal representatives, personal representatives, successor trustees, immunities and successors of each Company Stockholder, and any references in this Agreement rights to a “Company Stockholder” means and includes the successors indemnification granted to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative Group hereunder): (i) are independent and severable, are irrevocable and coupled with an interest and shall die, become disabled be enforceable notwithstanding any rights or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the remedies that any Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative have in connection with the performance Transactions, (ii) shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Stockholder and shall be binding on any successor thereto, and (iii) shall survive the delivery of an assignment by any Stockholder of the whole or any fraction of his, her or its duties as Stockholder Representative interest in the Escrow Amount. Remedies available at Law for any breach of the provisions of this Section 12.15 may be inadequate; therefore, the Buyer and each other Buyer Indemnitee shall be borne entitled to seek temporary and paid exclusively by permanent injunctive relief without the Company Stockholders, pursuant necessity of proving damages or posting any bond if such person brings an action or proceeding to their respective ownership enforce the provisions of Company Stock (on an as-converted basis) immediately prior to the Effective Timethis Section 12.15. 12.

Stockholder Representative. (a) The Company (By approving this Agreement and pursuant the transactions contemplated hereby, by executing and delivering a Letter of Transmittal or the Stockholder Consent or Written Consent or by receiving the benefits under this Agreement, including any consideration payable hereunder, each Stockholder shall be deemed to the terms have irrevocably authorized and appointed Stockholder Representative as of the Company Stockholder Consent, each of the CompanyClosing as such Person’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy proxy, representative and attorney-in-fact for the Company Stockholders to act on behalf of such Person and their successors and assigns for all purposes under in connection with this Agreement and any related agreements, including to take any and all actions and make any decisions required or permitted to be taken by Stockholder Representative, in its sole judgment and as it may deem to be in the best interests of the Stockholders, pursuant to 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: : (i) give and receive notices or service of process, and communications; (ii) direct Parent or the Surviving Corporation to deliver to Parent cash from the Stockholder Representative Expense Fund in satisfaction of any amounts owed to Parent pursuant to Section 2.17 or in satisfaction of claims for indemnification made by Parent or a Parent Indemnitee pursuant to Article VI and Article IX; (iii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders or otherwise handle any other matters described in Section 2.17, Section 2.19, and Section 2.20; (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Parent or a Parent Indemnitee pursuant to Article VI and Article IX; (v) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VI and take any other action permitted or called for by any Company stockholder under this Agreement, Article IX; (iiivi) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any terminationAncillary Document; (vii) make all elections or decisions contemplated by this Agreement and any Ancillary Document; (viii) engage, amendment employ or waiver appoint any agents or representatives (including attorneys, accountants and consultants) to assist Stockholder Representative in complying with its duties and obligations; and (ix) take all actions necessary or appropriate in the good faith judgment of Stockholder Representative for the accomplishment of the foregoing or any other matters related to or arising from this Agreement or any Ancillary Document. After the Closing, Parent shall be entitled to deal exclusively with Stockholder Representative on all matters relating to this Agreement in connection therewith, (ivincluding Article VI and Article IX but excluding matters regarding payment of any amounts owed directly by any Stockholder to Parent or any Parent Indemnitee) engage such counsel, experts and other agents and consultants as the shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the by Stockholder Representative, will and on any other action taken or purported 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 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 taken on behalf of any Stockholder by Stockholder Representative, as being fully binding upon such Person. After the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled Closing, notices or communications to conclusively rely upon, without independent investigation, any act, notice, instruction or communication from Stockholder Representative shall constitute notice to or from each of the Stockholders. Any decision or action by Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in hereunder, including 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the agreement between Stockholder Representative and will survive Parent relating to the deathdefense, incapacity, bankruptcy, dissolution payment or liquidation settlement of any Company’s stockholderclaims for indemnification hereunder, shall constitute a decision or action of all Stockholders and shall be final, binding and conclusive upon each such Person. All decisions and actions by the No Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or more of the Stockholders, or by operation of Law, whether by death or other event. (b) The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, includingby its signature below, without limitation, any action, suit or proceeding agrees to which serve in the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability capacities described in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.11.01

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 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. The Stockholder Representative shall not be liable for any error of judgment, or any action taken, suffered or omitted to act be taken, in connection with the performance 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, except 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, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Stockholder Representative shall not have any duty to ascertain or to inquire as representativeto the performance or observance of any of the terms, agentcovenants or conditions of this Agreement or any Transaction Document. Without limiting the generality of the foregoing, proxy the Stockholder Representative shall have the full power and attorney-in-fact for 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 behalf of all Company Stockholders and their respective successors. Parent shall be entitled to rely on all statements, representations, decisions of, and actions taken or omitted to be taken by, the Stockholder Representative relating to this Agreement or any Transaction Document. (b) The Company Stockholders will indemnify and hold harmless the Stockholder Representative from and against any and all Losses arising out of or in connection with the Stockholder Representative’s execution and performance of this Agreement and the Transaction Document, in each case as such Loss is suffered or incurred; provided, that in the event that any such Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholder Representative, the Stockholder Representative will reimburse the Company Stockholders the amount of such indemnified Loss to the extent attributable to such gross negligence or willful misconduct. The Stockholder Representative shall be entitled to reimbursement by the Company Stockholders for all purposes under this Agreementreasonable expenses, the Merger disbursements and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power advances (including fees and authority on each such Company Stockholder’s behalf to: (i) receive notices or service disbursements 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 its 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, (vconsultants) 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with such capacity. In the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact event that the Stockholder Representative is or was acting as determines, in its sole and absolute discretion, that the funds paid to the Stockholder Representative under this Agreement. Neither pursuant to Section 2.12 or otherwise exceed the Stockholder Representative nor any agent employed by Expenses, the Stockholder Representative will incur any Liability to any Company stockholder relating shall pay such excess amount pro rata to the performance Company Stockholders, as an addition to such portions of Stockholder Representative’s duties hereunder except for actions the Purchase Price received by Company Stockholders; provided, however, that notwithstanding anything to the contrary in this Agreement, in no event shall such excess amount become payable to Parent or omissions constituting fraud or bad faiththe Surviving Corporation. The Stockholder Representative In no event will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any be required to advance its own funds on behalf of the Company stockholder if Stockholders or otherwise. The Company Stockholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholder Representative took or omitted taking any action in good faithand the termination of this Agreement. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling may resign at any time by giving 30 days’ notice to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for Parent and the Company Stockholders. The Person serving as ; provided, however, in the event of the resignation or removal of the Stockholder Representative, a new Stockholder Representative may (who shall be replaced from time reasonably acceptable to time Parent) shall be appointed by the holders of a majority in interest vote or written consent of the Company Stockholders (based on the ownership who held of a majority of the Company Common Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company Stockholder Representative shall have the authority, for and on behalf of holders of Shares (except for the holders, if any, of Dissenting Shares), to take such actions and exercise such discretion as are required of the Stockholder Representative pursuant to the terms of this Agreement or the Company Stockholder ConsentEscrow Agreement, and any such actions shall be binding on each such holder and shall include the following: (i) to receive, hold and deliver to Parent and the Surviving Corporation Certificates and any other documents relating thereto on behalf of such holder; (ii) to give and accept communications and notices on behalf of such holder; (iii) to defend, negotiate, agree to, enter into settlements and compromises of, and comply with orders and awards of courts with respect to, claims against such holder; (iv) to defend, negotiate, agree to, enter into settlements and compromises of, and comply with orders and awards of courts with respect to, any claims or disputes related to this Agreement or the Company’s stockholdersEscrow Agreement on behalf of such holder; (v) irrevocably appoints to amend, supplement, change or waive any provision hereof, subject to compliance with the terms of this Agreement; and (vi) to take any and all actions necessary or appropriate in the sole discretion of the Stockholder Representative to act as representativeaccomplish any of the foregoing. As the representative of such holders, 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 shall act as agent for each such holder and shall have authority to bind each such holder 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 accordance with the Company stockholders’ obligations under terms of this Agreement and the 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 and funds flow statements on behalf of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will may rely on such appointment and authority. The Stockholder Representative shall be entitled to conclusively rely uponreimbursement from such holders of any and all fees, without independent investigation, any act, notice, instruction or communication expenses and costs incurred in the performance 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 such Stockholder Representative’s duties hereunder. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive shall not be liable to the death, incapacity, bankruptcy, dissolution holders of Shares for any act done or liquidation of any Company’s stockholder. All decisions and actions by the omitted to be taken as Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the sameexcept expressly as set forth herein. The Stockholder Representative will have no duties Persons who immediately prior to the Effective Time held Shares and who received, or obligations hereunder except those specifically set forth herein and are entitled to receive, the Merger Consideration shall, in proportion to the number of Shares of Common Stock held as compared to the total number of such duties and obligations will be determined solely Shares of Common Stock outstanding (including in each such case, the number of Shares of Common Stock into which each Share of Preferred Stock held by such holder is convertible immediately prior to the express provisions of this Agreement. The Company’s stockholders will jointly and severally Effective Time), indemnify and hold harmless the Stockholder Representative and its partners, stockholders, affiliates, directors, officers, fiduciaries, employees and agents of each of the foregoing (each, a “Representative Indemnified Party”) from and against all Liabilities losses, liabilities, claims or expenses incurred or suffered by the Stockholder Representative in connection with the performance of hisIndemnified Parties as a result of, her or its duties as the Stockholder Representativearising out of, including, without limitation, or relating to any action, suit and all actions taken or proceeding omitted to which the Stockholder Representative is made a party be taken by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither Agreement or the Stockholder Representative nor Escrow Agreement or in connection with the incurrence, payment, discharge or settlement of any agent employed by of the Stockholder Representative will incur obligations of such holders, except for any Liability to any Company stockholder relating to such losses, liabilities, claims or expenses that arise on account of the performance of Stockholder Representative’s duties hereunder except for gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final adjudication. None of the Representative Indemnified Parties shall be liable to any Person who immediately prior to the Effective Time held Shares in respect of such arrangements or actions or omissions constituting fraud in connection therewith, except to the extent that such acts or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim omissions constitute gross negligence or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithwillful misconduct. (c) The provisions A decision, act, consent or instruction of the Stockholder Representative under or relating to this Section 10.1 will be binding on Agreement shall constitute a decision for all Persons who immediately prior to the executors, heirs, legal representatives, personal representatives, successor trusteesEffective Time held Shares, and successors shall be final, binding and conclusive upon each such Person, and Parent and Merger Sub may rely upon any such decision, act, consent or instruction of such Stockholder Representative as being the decision, act, consent or instruction of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder. Parent and Merger Sub are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, whether pursuant to a testamentary dispositionact, consent or instruction of the Legal Requirements of descent and distribution or otherwiseStockholder Representative. (d) If the Trilliant Gaming Nevada Inc. becomes unable to serve as Stockholder Representative shall dieRepresentative, become disabled such other Person or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative Persons may be replaced from time to time designated by the holders of a majority in interest of the Company Stockholders Shares outstanding immediately prior to the Effective Time (based on including the ownership Shares of the Company Preferred Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted to Common Stock basis) immediately prior to ), and such Person or Persons shall succeed as the Effective TimeStockholder Representative.

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 ▇▇▇▇▇▇ ▇▇▇▇▇, 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 including any such legal fees and expenses in excess of $20,000, shall be entitled paid or reimbursed to conclusively rely on CytRx or the opinions Stockholder Representative, as the case may be, from the Earnout Merger Consideration, if any, before any payment thereof to the Company Stockholders. (b) This appointment of agency and advice this power of such Personsattorney is coupled with an interest and shall be irrevocable and is not terminable by any Company Stockholder or by operation of law, (v) receive funds whether by the death or incapacity of any Company Stockholder or the occurrence of any other event, and make or release payments of funds to pay any amounts that action taken by the Stockholder Representative has incurred shall be as valid as if such death, incapacity or reasonably expects to incur in connection with the Company stockholders’ obligations under this Agreementother event had not occurred, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses regardless 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 whether or communication of not the Stockholder Representative as provided in this Section 10.1 as the acts shall have received any notice thereof. (c) The Stockholder Representative shall establish and maintain a register of the Company Stockholders and will not the Company Warrant Holders for purposes of payment and distribution of the Earnout Merger Consideration, if any. CytRx shall be liable in entitled to rely conclusively on such register for purposes of determining the persons to whom the Earnout Merger Consideration, if any, shall be payable hereunder. (d) The Stockholder Representative may resign as such at any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, taken or not taken in reliance time by giving 30 days’ prior notice to CytRx. Such resignation shall take effect upon the acts or omissions or communications or writings given or executed by appointment of a successor Stockholder Representative as provided below. As a condition to the Stockholder Representative’s resignation, the Stockholder Representative shall appoint a successor Stockholder Representative. If a successor Stockholder Representative has not been appointed within such 30-day period, CytRx may petition any court of competent jurisdiction or may interplead the Stockholder Representative in a proceeding for the appointment of a successor Stockholder Representative. All fees, including, but not limited to, extraordinary fees associated with the filing of interpleader and expenses associated therewith, shall be advanced by CytRx and shall be offset by CytRx against the Earnout Merger Consideration, if any. (be) The Company’s stockholders agree that such agency and proxy are coupled with an interestNotwithstanding anything herein to the contrary, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally CytRx shall indemnify and hold harmless the Stockholder Representative from and against any and all Liabilities incurred by the Stockholder Representative in connection with the performance of hisloss, her or its duties as the Stockholder Representativeliability, cost, damage and expense, including, without limitation, any actionreasonable attorneys’ fees, suit or proceeding to which the Stockholder Representative is made a party may suffer or incur by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by Representative, in his capacity as such (but not in any Company stockholder if the Stockholder Representative took other capacity), arising out of or omitted taking relating in any action in good faith. (c) The provisions of way to this Section 10.1 will be binding on the executorsAgreement, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in transaction to which this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution relates or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of histhe Stockholder Representative’s duties pursuant thereto unless such action, her claim or its duties as proceeding is the result of the willful misconduct or gross negligence of the Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeRepresentative.

Stockholder Representative. (a) The By their execution of this Agreement and the transfer and delivery of their certificates representing share of Private Company (and Common Stock, and/or their acceptance of any consideration pursuant to this Agreement, the terms of the Company Stockholder Consent, each of the Company’s stockholdersStockholders hereby irrevocably (subject only to Section 1.10(d)) irrevocably appoints appoint the Stockholder Representative to act as the representative, agent, proxy and attorney-in-fact for and agent of the Company Stockholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitationTransaction and in any litigation or arbitration involving this Agreement. In connection therewith, the full Stockholder Representative is authorized to do or refrain from doing all further acts and things and to execute all such documents as the Stockholder Representative shall deem necessary or appropriate, and shall have the power and authority on each such Company Stockholder’s behalf to: : (i) receive notices act for some or service all of process, the Stockholders with regard to all matters pertaining to this Agreement; (ii) negotiate, determine, compromise, settle and take any other action permitted or called act for by any Company stockholder under the Stockholders to transact matters of litigation with regard to all matters pertaining to this Agreement, ; (iii) execute and deliver any terminationall amendments, amendment or waiver to this Agreement in connection therewithwaivers, (iv) engage such counselancillary agreements, experts 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 RepresentativeTransaction; (iv) receive funds or other consideration, will be entitled to conclusively rely on the opinions including shares of Public Company Common Stock, make payments of funds or other consideration, and advice of such Personsgive receipts for funds, securities or other consideration; (v) receive funds and make do or release payments refrain from doing, on behalf of funds to pay the Stockholders, any amounts further act or deed that the Stockholder Representative has incurred deems necessary or reasonably expects appropriate in the Stockholder Representative’s discretion relating to incur the subject matter of this Agreement in each case as fully and completely as the Stockholders could do if personally present; (vi) give and receive all notices required to be given or received by the Stockholders under this Agreement; and (vii) receive service of process in connection with the Company stockholders’ obligations any claims 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. (b) The Company’s stockholders agree that such agency All decisions and proxy are coupled with an interest, and are therefore irrevocable without the consent actions of the Stockholder Representative on behalf of the Stockholders shall be deemed to be facts ascertainable outside of this Agreement and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will shall be binding upon the Company’s stockholdersall Stockholders, and no Company stockholder will Stockholder shall have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The Stockholder Representative shall act for the Stockholders on all of the matters set forth in this Agreement in the manner the Stockholder Representative believes to be in the best interest of the Stockholders. The Stockholder Representative is authorized to act on behalf of the Stockholders notwithstanding any dispute or disagreement among the Stockholders. In taking any action as Stockholder Representative, the Stockholder Representative may rely conclusively, without any further inquiry or investigation, upon any certification or confirmation, oral or written, given by any person whom the Stockholder Representative reasonably believes to be authorized thereunto. The Stockholder Representative may, in all questions arising hereunder, rely on the advice of counsel, and the Stockholder Representative shall not be liable to any Stockholder for anything done, omitted or suffered in good faith by the Stockholder Representative based on such advice. The Stockholder Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Stockholder Representative. The Stockholder Representative shall not have any liability to any of the Stockholders for any act done or omitted hereunder as Stockholder Representative while acting in good faith. The Stockholder Representative shall be indemnified, severally and not jointly, by the Stockholders from and against any loss, liability or expense incurred in good faith on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of the Stockholder Representative’s duties hereunder. (d) In the event the Stockholder Representative becomes unable to perform the Stockholder Representative’s responsibilities hereunder or resigns from such position, the Stockholders (acting by a written instrument signed by Stockholders who held, as of immediately prior to the Closing, a majority (by voting power) of the then outstanding shares of Private Company Common Stock) shall select another representative to fill the vacancy of the Stockholder Representative, and such substituted representative shall be deemed to be the Stockholder Representative for all purposes of this Agreement. The Stockholder Representative may be removed only upon delivery of written notice to Public Company signed by Stockholders who, as of immediately prior to the Closing, held a majority (by voting power) of the then outstanding shares of Private Company Common Stock; provided that no such removal shall be effective until such time as a successor Stockholder Representative shall have been validly appointed hereunder. The Stockholder Representative shall provide Public Company prompt written notice of any replacement of the Stockholder Representative, including the identity and address of the new Stockholder Representative. (e) For all purposes of this Agreement: (i) Public Company and Private Company shall be entitled to rely conclusively on the instructions and decisions of the Stockholder Representative as to the settlement of any disputes or claims under this Agreement, or any other actions required or permitted to be taken by the Stockholder Representative hereunder, and no party hereunder or any Stockholder shall have any cause of action against Public Company for any action taken by Public Company in reliance upon the instructions or decisions of the Stockholder Representative; (ii) the provisions of this Section 10.1 will 1.10 are independent and severable, are irrevocable (subject only to Section 1.10(d)) and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Stockholder may have in connection with the Transaction; and (iii) the provisions of this Section 1.10 shall be binding on upon the executors, heirs, legal representatives, personal representatives, successor trustees, trustees and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means Stockholder shall mean and includes include the successors to such Person’s the rights of each applicable Stockholder hereunder, whether pursuant to a testamentary disposition, the Legal Requirements laws of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (By the execution and pursuant to the terms delivery of the Company Stockholder Consentthis Agreement, including counterparts hereof, each of Seller hereby irrevocably constitutes and appoints Lese ▇▇▇ ▇▇▇▇▇▇ 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 (the Company Stockholders for “Stockholder Representative”) of such Seller with full powers of substitution to act in the name, place and stead of such Seller with respect to the performance on behalf of such Seller under terms and provisions of this Agreement, as the same may be from time to time amended, and to do or refrain from doing all purposes such further acts and things, and to execute all such documents, as the Stockholder Representative shall deem necessary or appropriate in connection with any of the transactions contemplated 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) to receive notices or service of process, all payments made by the Buyer to the Sellers under this Agreement; (ii) negotiate, determine, compromise, settle to agree upon or compromise any matter related to the Tangible Net Worth and take any adjustments to the Purchase Price or other action permitted or called payments to be made; (iii) to act for by any Company stockholder under the Sellers with respect to all indemnification matters referred to in this Agreement, (iii) execute and deliver including the right to compromise on behalf of the Sellers any termination, amendment indemnification claim made by or waiver to this Agreement in connection therewith, against the Sellers; (iv) engage to terminate, amend, or waive any provision of this Agreement; provided that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of the Stockholder Representative, shall be taken in the same manner with respect to all Sellers, unless otherwise agreed by each Seller who is subject to any disparate treatment of a potentially adverse nature; (v) to employ and obtain the advice of legal counsel, experts accountants and other agents professional advisors as the Stockholder Representative, in his sole discretion, deems necessary or advisable in the performance of his duties as the Stockholder Representative and consultants to rely on their advice and counsel; (vi) to incur and pay out of the Purchase Price expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) to retain a portion of the Purchase Price as a reserve against the payment of expenses incurred in his capacity as Stockholder Representative; and (viii) to do or refrain from doing any further act or deed on behalf of the Sellers which the Stockholder Representative deems necessary or appropriate in connection with exercising his sole discretion relating to the powers granted hereunder and, in the absence subject matter of bad faith on the part this Agreement as fully and completely as any of the Stockholder Representative, will be entitled to conclusively rely on the opinions Sellers could do if personally present 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 Representativeacting. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent appointment of the Stockholder Representative shall be deemed coupled with an interest and will survive shall be irrevocable, and any other person may conclusively and absolutely rely, without inquiry, upon any actions of the deathStockholder Representative as the acts of the Sellers in all matters referred to in this Agreement. Each Seller hereby ratifies and confirms all that the Stockholder Representative shall do or cause to be done by virtue of such Stockholder Representative’s appointment as Stockholder Representative of such Seller. The Stockholder Representative shall act for the Sellers on all of the matters set forth in this Agreement in the manner the Stockholder Representative believes to be in the best interest of the Sellers, incapacity, bankruptcy, dissolution but the Stockholder Representative shall not be responsible to any Seller for any loss or liquidation damage any Seller may suffer by reason of any Company’s stockholder. All decisions and actions the performance by the Stockholder Representative will be binding upon the Companyof such Stockholder Representative’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of under this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative , other than loss or damage arising from fraud in connection with the performance of his, her or its duties as the such Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason ’s duties under this Agreement. (c) Each of the fact Sellers hereby expressly acknowledges and agrees that the Stockholder Representative is authorized to act on behalf of such Seller notwithstanding any dispute or was acting as disagreement among the Sellers, and that any person shall be entitled to rely on any and all action taken by the Stockholder Representative under this AgreementAgreement without liability to, or obligation to inquire of, any of the Sellers. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled resigns or otherwise be unable or unwilling ceases to fulfill his, her or its responsibilities as agent of the Company’s stockholdersfunction in such capacity for any reason whatsoever, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing be the person which the remaining Sellers appoint; provided, however, that if for any reason no successor has been appointed within thirty (30) days, then any Seller shall have the right to petition a court of the identity competent jurisdiction for appointment of such a successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by The Sellers do hereby jointly and severally agree to indemnify and hold the Stockholder Representative in connection with harmless from and against any and all liability, loss, cost, damage or expense (including without limitation attorneys’ fees) reasonably incurred or suffered as a result of the performance of his, her or its such Stockholder Representative’s duties as under this Agreement except for any such liability arising out of the fraud of the Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeRepresentative.

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 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 desirable on behalf of the Stockholder Representative deems necessary Stockholders in connection with exercising the powers granted hereunder and, this Agreement or any other agreement or document required to be delivered 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 connection herewith 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 transactions contemplated by 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 by each Stockholder as provided its attorney-in-fact hereunder is coupled with an interest and irrevocable. Subject to the limitations set forth in this Section 10.1 9.5, the Stockholder Representative shall act as the acts representative of the Company Stockholders and will not with respect to any such act or decision 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 Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interestmade hereunder, and are therefore irrevocable without the consent Buyer shall be entitled conclusively to rely upon any representation of the Stockholder Representative and will survive with respect to any act, decision, consent or approval of the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholderStockholders. All decisions and actions by Notice sent to the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will pursuant to Section 9.6 shall have the right same force and effect as if delivered to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason each of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may Stockholders shall be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” responsible for purposes of this Agreement. (e) All all costs and expenses incurred by the Stockholder Representative in connection with his duties contemplated by this Agreement. Neither the performance of his, her or its duties as Stockholder Representative Buyer nor the Corporation shall be borne and paid exclusively by held liable or accountable for any act or omission of the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeStockholder Representative.

Stockholder Representative. (a) The Company (By approving this Agreement and pursuant the transactions contemplated hereby, by executing and delivering a Letter of Transmittal and/or the Stockholder Consent or Written Consent or by receiving the benefits under this Agreement, including any consideration payable hereunder, each Stockholder shall be deemed to the terms have irrevocably authorized and appointed Stockholder Representative as of the Company Stockholder Consent, each of the CompanyClosing as such Person’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy proxy, representative and attorney-in-fact for the Company Stockholders to act on behalf of such Person and their successors and assigns for all purposes under this Agreement, the Merger and otherwise in connection with this Agreement and any related agreements, including to take any and all actions and make any decisions required or permitted to be taken by Stockholder Representative, in its sole judgment and as it may deem to be in the Contemplated Transactionsbest interests of the Stockholders, pursuant to this Agreement, including, without limitation, the full exercise of the power and authority on each such Company Stockholder’s behalf to: : (i) give and receive notices or service of process, and communications; (ii) direct Parent or the Surviving Corporation to deliver to Parent cash from the Stockholder Representative Expense Fund in satisfaction of any amounts owed to Parent pursuant to Section 2.17 or in satisfaction of claims for indemnification made by Parent or a Parent Indemnitee pursuant to Article VI and Article IX; (iii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders or otherwise handle any other matters described in Section 2.17 and Section 2.19; (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Parent or a Parent Indemnitee pursuant to Article VI and Article IX; (v) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VI and take any other action permitted or called for by any Company stockholder under this Agreement, Article IX; (iiivi) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any terminationAncillary Document; (vii) make all elections or decisions contemplated by this Agreement and any Ancillary Document; (viii) engage, amendment employ or waiver appoint any agents or representatives (including attorneys, accountants and consultants) to assist Stockholder Representative in complying with its duties and obligations; and (ix) take all actions necessary or appropriate in the good faith judgment of Stockholder Representative for the accomplishment of the foregoing or any other matters related to or arising from this Agreement or any Ancillary Document. After the Closing, Parent shall be entitled to deal exclusively with Stockholder Representative on all matters relating to this Agreement in connection therewith, (ivincluding Article VI and Article IX but excluding matters regarding payment of any amounts owed directly by any Stockholder to Parent or any Parent Indemnitee) engage such counsel, experts and other agents and consultants as the shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the by Stockholder Representative, will and on any other action taken or purported 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 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 taken on behalf of any Stockholder by Stockholder Representative, as being fully binding upon such Person. After the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled Closing, notices or communications to conclusively rely upon, without independent investigation, any act, notice, instruction or communication from Stockholder Representative shall constitute notice to or from each of the Stockholders. Any decision or action by Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in hereunder, including 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the agreement between Stockholder Representative and will survive Parent relating to the deathdefense, incapacity, bankruptcy, dissolution payment or liquidation settlement of any Company’s stockholderclaims for indemnification hereunder, shall constitute a decision or action of all Stockholders and shall be final, binding and conclusive upon each such Person. All decisions and actions by the No Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or more of the Stockholders, or by operation of Law, whether by death or other event. (b) The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, includingby its signature below, without limitation, any action, suit or proceeding agrees to which serve in the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability capacities described in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.11.01

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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and Stockholders will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative from and against any and all Liabilities incurred by Losses (as defined in the Stockholder Representative Merger Agreement) arising out of or in connection with the Stockholder Representative's execution and performance of histhis Agreement, her in each case as such Loss is suffered or its duties as incurred; provided, that in the event that any such Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating reimburse the Stockholders the amount of such indemnified Loss to the performance of Stockholder Representative’s duties hereunder except for actions extent attributable to such gross negligence or omissions constituting fraud or bad faithwillful misconduct. The Stockholder Representative In no event will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if be required to advance its own funds on behalf of the Stockholders or otherwise. The Stockholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholder Representative took or omitted taking any action in good faiththe termination of this Agreement. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to resign at any time by giving 30 days' notice to the holders of a majority Corporate Taxpayer and the Stockholders; provided, however, in interest the event of the Company Stockholders (based on the ownership resignation or removal of the Company Stock set forth on Schedule 1.4). In either caseStockholder Representative, the successor a new Stockholder Representative (who shall promptly notify Parent in writing of be reasonably acceptable to the identity of such successor Stockholder Representative. Any such successor Corporate Taxpayer) shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred be appointed by the Stockholder Representative in connection with the performance vote or written consent of hisPE Greenlight Holdings, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeLLC.

Stockholder Representative. (a) The Company (and pursuant to the terms of Upon approval by the Company Stockholder ConsentStockholders, each of Company Stockholder shall be deemed to have irrevocably appointed the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Founder as representative, agent, proxy its representative and attorney-in-fact (in such capacity, the “Stockholder Representative”) to serve as the Stockholder Representative for and on behalf of the Company Stockholders for all purposes under this Agreementwith respect to matters relating to the Earnout Shares, 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 sending or receiving notices or service of processcommunications, (ii) negotiate, determine, compromise, settle and take any entering into amendments or providing waivers of this Agreement or other action permitted or called for by any Company stockholder under this AgreementAncillary Agreements, (iii) execute making decisions with respect to the distribution and deliver any termination, amendment or waiver to this Agreement in connection therewithallocation of the Earnout Shares, (iv) engage such retaining counsel, experts and other agents (any representatives so retained, the “Retained Agents”), and consultants (v) entering into any settlement or submitting any dispute relating to the Earnout Shares. Notwithstanding the foregoing, the Stockholder Representative shall have no obligation to act. The Stockholder Representative shall have no liability to any Company Stockholder (or any other Person) with respect to actions taken or omitted to be taken in its capacity as the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in Representative. In the absence of bad faith on the part of 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; provided, however, in the event of the resignation or removal of the Stockholder Representative, a successor stockholder representative shall be appointed by the Founder. (vb) receive funds The Stockholder Representative shall be reimbursed by PubCo for any and make or release payments all reasonable and documented expenses, disbursements, costs and advances (including fees and disbursements of funds to pay any amounts that Retained Agents) incurred by the Stockholder Representative has incurred in his capacity as such. (c) To the fullest extent permitted by Law, PubCo shall indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any actions, suits, proceedings, claims, costs, amounts paid in settlement, liabilities, losses, damages, and other expenses arising out of 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 acceptance or administration of the CompanyStockholder Representative’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely uponduties hereunder. (d) A decision, without independent investigation, any act, notice, consent or instruction or communication of the Stockholder Representative as provided in this Section 10.1 as shall constitute a decision of all Company Stockholders and shall be final, binding and conclusive upon all Company Stockholders. Acquiror is hereby entitled to rely on all statements, representations and decisions of the acts of Stockholder Representative and shall have no liability to the Company Stockholders and will not be liable the Stockholder Representative in connection with any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, actions taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by on such statements, representations and decisions of the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Each Selling Stockholder Consent, each of the Company’s stockholders) hereby irrevocably appoints DCY (the “Stockholder Representative to act Representative”) as such Selling 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 such Selling Stockholder with respect to the transfer of such Selling Stockholder’s Shares to the Company Stockholders for in accordance with the terns and provisions of this Agreement and to act on behalf of such Selling Stockholder in any amendment of or litigation or arbitration involving this Agreement and to do or refrain from doing all purposes under such further acts and things, and to execute all such documents, as such Stockholder Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by 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: power: (i) receive notices to take all action necessary or service desirable in connection with the waiver of process, any condition to the obligations of the Selling Stockholders to consummate the transactions contemplated by this Agreement; (ii) to negotiate, determineexecute and deliver all ancillary agreements, compromisestatements, settle certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and take other documents required or permitted to given in connection with the consummation of the transactions contemplated by this Agreement (it being understood that such Selling Stockholder shall execute and deliver any other action permitted such documents which the Stockholder Representative agrees to execute); (iii) to terminate this Agreement if the Selling Stockholders are entitled to do so; (iv) to give and receive all notices and communications to be given or called for by received under this Agreement and to receive service of process in connection with the any Company stockholder claims under this Agreement, including service of process in connection with arbitration; and (iiiv) execute and deliver any termination, amendment or waiver to take all actions which under this Agreement in connection therewithmay be taken by the Selling Stockholders (including, (ivwithout limitation, exercising any rights to indemnification under Article X) engage such counsel, experts and other agents and consultants as to do or refrain from doing any further act or deed on behalf of the Selling Stockholder which the Stockholder Representative deems necessary or appropriate in connection his sole discretion relating to the subject matter of this Agreement as fully and completely as such Selling Stockholder could do if personally present. (b) The Stockholder Representative will not be liable for any act taken or omitted by it as permitted under this Agreement, except if such act is taken or omitted .in bad faith or by willful misconduct. The Stockholder Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles thereof). Purchasers may rely on the actions of the Stockholder Representative taken in accordance with exercising this Section 11.3 as the powers granted hereunder andduly authorized actions of the Selling Stockholders. (c) The Selling Stockholders agree, in severally but not jointly, to indemnify the absence of Stockholder Representative for, and to hold the Stockholder Representative harmless against, any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions 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 Stockholder Representative’s carrying out it duties under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees costs 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 successfully defending the Stockholder Representative as provided in this Section 10.1 as the acts against any claim of the Company Stockholders liability with respect thereto. The Stockholder Representative may consult with counsel of its own choice and will not be liable in any manner whatsoever have full and complete authorization and protection for any action taken and suffered by it in good faith and in accordance with the opinion of Parent such counsel. If DCY becomes unable to serve as Stockholder Representative, DAY, or Merger Sub’s actionssuch other Person or Persons as may be designated by DCY, shall succeed as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

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 Securityholder shall be deemed to have consented to the terms appointment of the Company Stockholder ConsentNew Mountain Partners, each of the CompanyL.P. 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 Securityholders to the extent and in 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 manner set forth 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 Agreement. All decisions, 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. (b) The Company’s stockholders agree that such agency consents and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions instructions by the Stockholder Representative will shall be binding upon all of the Company’s stockholdersSecurityholders, and no Company stockholder will Securityholder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Acquiror shall not have the right to object to, dissent from, protest or otherwise contest the authority of the Stockholder Representative. The Acquiror and Merger Sub shall be entitled to rely on any decision, action, consent or instruction of the Stockholder Representative will have no duties as being the decision, action, consent or obligations hereunder except those specifically set forth herein instruction of the Securityholders, and the Acquiror and Merger Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such duties decision, act, consent or instruction. Each of the Acquiror, Merger Sub and obligations will be determined solely the Surviving Corporation hereby waive, and by the express provisions their approval of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless , the Securityholders shall be deemed to have waived, any claims they may have or assert, including those that may arise in the future, against the Stockholder Representative against all Liabilities incurred for any action or inaction taken or not taken by the Stockholder Representative 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 willful misconduct. Any notice or communication delivered by Acquiror, Merger Sub or the Surviving Corporation to the Stockholder Representative shall, as between Acquiror, Merger Sub and the Surviving Corporation, on the one hand, and the Securityholders, on the other hand, be deemed to have been delivered to all Securityholders. (b) The Stockholder Representative shall have the right to recover from, in its sole discretion, the Stockholder Representative Expense Holdback Amount and upon final release thereof, any remaining Escrow Amount, prior to any distribution to the Securityholders, the Stockholder Representative’s documented reasonable out-of-pocket expenses incurred in the performance of his, her or its duties as the Stockholder Representativehereunder, 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 action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative disputes arising under this Agreement. Neither In the event that the funds remaining in respect of the Stockholder Representative nor Holdback Amount and the Escrow Amount are at any agent employed time insufficient to satisfy such amounts, then each Securityholder will be obligated (severally) to pay its pro rata portion of such deficit based upon the portion of the Merger Consideration received by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithsuch Securityholder. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may resign at any time, and may be replaced from time to time removed for any reason or no reason by the holders of a majority in interest vote or written consent of the Company Stockholders Securityholders at the Effective Time (based on the ownership of the Company Stock set forth on Schedule 1.4“Majority Holders”). In either case, the successor Stockholder Representative shall promptly notify Parent in writing event of the identity death, incapacity, resignation or removal of such successor the Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as a new Stockholder Representative shall be borne and paid exclusively appointed by the Company Stockholdersvote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to the Acquiror and, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to after the Effective Time, to the Surviving Corporation, such appointment to be effective upon the later of the date indicated in such consent or the date such consent is received by the Acquiror and, after the Effective Time, the Surviving Corporation.

Stockholder Representative. (a) The Company Each Stockholder, Vested Option Holder and Warrant Holder (and pursuant collectively, the “Securityholders”) that has delivered a Stockholder Consent to the terms of Company or has executed the Company Stockholder ConsentConsent and Indemnity Agreement shall be deemed to have irrevocably appointed, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative authorized and directed ▇▇▇ ▇▇▇▇▇ to act as representativethe Stockholder Representative, as such Securityholder’s agent, representative proxy and attorney-in-fact for the Company Stockholders for all purposes under this Agreementand to exercise such rights, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority granted herein to the Stockholder Representative on each behalf of such Company Stockholder’s behalf to: Securityholder insofar as it relates to indemnification claims under Article VII, indemnification claims under the Consent and Indemnity Agreement and the Escrow Agreement or otherwise expressly provided hereunder or thereunder, and to exercise such rights, power and authority, as are incidental thereto (i) receive notices including the right, power and authority to retain attorneys, accountants and other advisors to assist the Stockholder Representative in the performance of his or service of processher duties hereunder or under the Escrow Agreement and the Consent and Indemnity Agreement), (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company stockholder under this Agreement, (iii) with the ability to execute and deliver any terminationall instruments, amendment or waiver certificates and other documents of every kind incident to this Agreement the foregoing and with all right, power and authority to act on behalf of each such Securityholder in connection therewith, (iv) engage such counsel, experts . Each of Acquiror 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 Surviving Corporation shall be entitled to conclusively rely on the opinions on, 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 fully protected 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 investigationreliance on, 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 written document signed by the Stockholder Representative. (b) The Company’s stockholders agree that 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 2.11. The appointment and agency created hereby is irrevocable, and proxy are shall be deemed to be coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions duly authorized decisions, actions, consents and actions instructions by the Stockholder Representative will shall be binding upon the Company’s stockholdersall of such Securityholders, and no Company stockholder will such Securityholder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Acquiror and Sub shall be entitled to rely on any decision, action, consent or instruction of the Stockholder Representative will have no duties as being the decision, action, consent or obligations hereunder except those specifically set forth herein instruction of such Securityholders, and Acquiror and Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such duties decision, act, consent or instruction. Each of Acquiror, Sub and obligations will be determined solely the Surviving Corporation hereby waive, and by the express provisions their approval of this Agreement. The Company’s stockholders will jointly , each such Securityholder shall be deemed to have waived, any claims they may have or assert, including those (on its behalf and severally indemnify and hold harmless on behalf of its Affiliates) that may arise in the future, against the Stockholder Representative against all Liabilities incurred for, and agree that the Stockholder Representative shall have no liability for, any action or inaction taken or not taken by the Stockholder Representative exclusively in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting such person’s capacity as the Stockholder Representative under this Agreementexcept 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. Neither Such Persons further agree that in no event shall the Stockholder Representative nor be liable for any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions negligent act or omissions constituting fraud or bad faithomission. The Stockholder Representative will have no Liability may consult with legal counsel and may rely on, and shall be fully protected in respect reliance on, any such advice of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithcounsel. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may resign at any time, and may be replaced from time to time removed for any reason or no reason by the holders vote or written consent of Stockholders holding a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock Shares (on an as-converted basis) held by such Stockholders immediately prior to the Effective Time (the “Majority Holders”); provided, however, that no such resignation or removal shall be effective until a new Stockholder Representative, who shall be reasonably able to perform the duties of the Stockholder Representative hereunder and reasonably satisfactory to Acquiror has been appointed and such new Stockholder Representative agrees in a writing delivered to Acquiror to be bound by the terms of this Agreement and the Escrow Agreement that relate to the Stockholder Representative. Subject to compliance with the foregoing proviso, in the event of the death, incapacity, resignation or removal of the Stockholder Representative, a new Stockholder Representative shall be appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to Acquiror and, after the Effective Time, to the Surviving Corporation, such appointment to be effective (subject to compliance with the proviso in the first sentence of this Section 2.11(c)) upon the later of the date indicated in such consent or the date such consent is received by Acquiror and, after the Effective Time, the Surviving Corporation. Notwithstanding the foregoing, the Stockholder Representative may resign thirty (30) days after giving notice to the Majority Holders, whether or not a replacement has been selected in accordance with the foregoing. (d) The approval of this Agreement by the requisite vote or written consent of Stockholders shall also be deemed to constitute approval of all arrangements relating to the transactions contemplated hereby and to the provisions hereof and of the applicable Ancillary Agreements binding upon the Stockholders, including Article VII hereof. (e) The Stockholder Representative shall not be entitled to any fee, commission or other compensation for the performance of his services hereunder, but shall be entitled to the payment by the Company (and, after the Closing, by the Surviving Corporation) of all of his reasonable and documented out-of-pocket expenses incurred in connection with the performance of duties hereunder as the Stockholder Representative. (f) Acquiror and Sub acknowledge and agree that the obligations of the Stockholder Representative hereunder are obligations strictly in his capacity as agent of the Securityholders and in no event shall the Stockholder Representative (or any replacement), in his individual capacity, have any duty to indemnify any Acquiror Indemnified Parties or any other party or to pay or remit any funds or other consideration hereunder or under any of the Ancillary Agreements to which the Stockholder Representative is a party (it is understood and agreed that the foregoing limitation on the obligation of the Stockholder Representative to indemnify any parties in his individual capacity shall in no way limit the other obligations of the Stockholder Representative, including under Section 2.11(a) hereof).

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 ▇▇▇▇▇▇ ▇. 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 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, bound by all actions taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Stockholders' Representative in connection with this Agreement and the performance Escrow Agreement; SYSCO, the Surviving Corporation and the Escrow Agent shall be entitled to rely on any action or decision of his, her or its duties the Stockholders' Representative evidenced by a written document executed by the Stockholders' Representative as the Stockholder Representative, including, without limitation, any action, suit action or proceeding to which the Stockholder Representative is made a party by reason decision of each of the fact that 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 is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. 5.17. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4b). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (Equityholders collectively and pursuant each Equityholder individually shall be deemed to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the constitute and appoint Stockholder Representative to act as representativehis, agent, proxy her or its true and lawful agent and attorney-in-fact for the Company Stockholders for fact, with full power of substitution to act in each such holders’ name, place and stead with respect to all purposes under transactions contemplated by and all terms and provisions of this Agreement, the Merger and otherwise to act on each such Equityholder’s behalf in any dispute, litigation or arbitration involving this Agreement, and to do or refrain from doing all such further acts and things, and execute all such documents as Stockholder Representative shall deem necessary or appropriate in connection with the Contemplated Transactionstransactions contemplated by this Agreement, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: power: (i) receive notices or service to waive any condition to the obligations of process, such holder to consummate the transactions contemplated by this Agreement; (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 any terminationall ancillary agreements, amendment or waiver certificates and documents, and to this Agreement in connection therewithmake representations and warranties therein, (iv) engage on behalf of such counsel, experts and other agents and consultants as the Equityholder that 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 under consummation of the transactions contemplated by this Agreement; (iii) to receive on behalf of, and to distribute, all amounts payable to such Equityholder under the Merger and otherwise in connection with terms of this Agreement; (iv) to execute any amendment or modification to this Agreement on behalf of Equityholders; (v) to defend and/or settle any claims that AFAM Indemnified Persons may make following Closing for indemnification under paragraph 8.6(b) or Article 12 and/or against the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, Escrow Amount; and (vi) 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 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 such holder which Stockholder Representative as provided deems necessary or appropriate in its sole discretion relating to the subject matter of 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 actionsAgreement, as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representativefully and completely as such Equityholder could do if personally present. (b) The Company’s stockholders agree that such agency and proxy are appointment of Stockholder Representative shall be deemed coupled with an interestinterest and shall be irrevocable, and are therefore irrevocable Buying Parties and Company, each of their affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of Stockholder Representative on behalf of Equityholders in all matters referred to herein. All notices delivered by any Buying Party or Company (following the consent Closing) to Stockholder Representative (whether pursuant hereto or otherwise) for the benefit of Equityholders shall constitute notice to Equityholders. Stockholder Representative shall act for Equityholders on all of the matters set forth in this Agreement in the manner Stockholder Representative believes to be in the best interest of Equityholders and will survive consistent with its obligations under this Agreement, but Stockholder Representative shall not be responsible to Equityholders for any loss or damages it or they may suffer by reason of the deathperformance by Stockholder Representative of its duties under this Agreement, incapacityother than loss or damage arising from willful violation of the law or gross negligence. (c) Each Equityholder agrees severally and not jointly to indemnify and hold harmless Stockholder Representative from any loss, bankruptcydamage or expense arising from the performance of its duties as Stockholder Representative hereunder, dissolution including, without limitation, the cost of legal counsel retained by Stockholder Representative on behalf of Equityholders, but excluding any loss or liquidation damage arising from willful violation of any Company’s stockholder. the law or gross negligence. (d) All actions, decisions and actions by the instructions of Stockholder Representative will taken, made or given pursuant to and in accordance with the authority granted to Stockholder Representative pursuant to this paragraph 3.2 shall be conclusive and binding upon the Company’s stockholderseach Equityholder, and no Company stockholder will Equityholder shall have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (ce) The provisions of this Section 10.1 will paragraph 3.2 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death or dissolutions, granted by each Equityholder to Stockholder Representative and shall be binding on upon the executors, heirs, legal representatives, personal representatives, successor trustees, successors and successors assigns of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwiseEquityholder. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

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 Stockholders shall be deemed to have agreed to appoint, and by signing this Agreement, the Stockholder Representative Newco Group shall be deemed to act have consented to the appointment of, J▇▇ ▇▇▇▇▇ as representative, agent, proxy the agent and attorney-in-fact for of each Stockholder and the Company Stockholders for all purposes under this AgreementNewco Group, 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 for and on behalf of the powers granted hereunder andStockholders, to give and receive notices and communications, to agree to the adjustment (if any) of the Aggregate Consideration Amount pursuant to the terms of Section 1.6(i) hereof, to authorize payment to any Indemnified Party from the Escrow Fund or, as applicable, the Tax Escrow Fund, as appropriate, in satisfaction of claims by any Indemnified Party, to object to the absence 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 Stockholder or by any such Stockholder against any Indemnified Party, any dispute between any Indemnified Party and any such Stockholder, any dispute relating to the Company Assumed Liabilities Report, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (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 or, as applicable, the Tax Indemnification 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 Escrow Fund and Tax Escrow Fund agree to such removal and to the appointment of a new Stockholder Representative. Notwithstanding the foregoing, the Stockholder Representative shall have the right to resign upon at least sixty (60) days’ prior written notice to Parent and the Stockholders; provided, however, that if holders of at least a two-thirds interest of the Escrow Fund and Tax Escrow Fund shall not have appointed a new Stockholder Representative within such sixty (60) day period (the “Vacancy Date”), then from the Vacancy Date until the date on which such holders shall have appointed a new Stockholder Representative, such Stockholders shall be deemed to have authorized, and the Escrow Agent shall, deliver payment to Parent pursuant to the terms of Section 7.4(g) hereof, without regard to the provisions of Section 7.4(h) and Section 7.4(i). No bond shall be required of 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 Stockholders. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith. The Stockholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith 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 this Agreement, acceptance or administration of the Merger and otherwise in connection with the Contemplated TransactionsStockholder Representative’s duties hereunder, including amounts required to pay the reasonable fees and expenses of professionals incurred in connection with any legal counsel retained by the Contemplated Transactions, Stockholder Representative (vi) to execute closing statements, settlement statements and funds flow statements on behalf “Stockholder Representative Expenses”). Following the termination of the Company’s stockholders Escrow Period, the resolution of all Unresolved Claims and the Companysatisfaction of all claims made by Indemnified Parties for Losses, the Stockholder Representative shall have the right to recover Stockholder Representative Expenses from the Escrow Fund prior to any distribution to the Stockholders, and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Stockholder Representative Expenses actually incurred and amount in cash to be distributed as satisfaction of such expenses. 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, including an amendment, extension or waiver of this Agreement pursuant to Section 8.4 and Section 8.5 hereof, shall constitute a decision of the Stockholders and shall be final, binding and conclusive upon the Stockholders; and the Escrow Agent and Parent may rely upon any such decision, act, 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 Stockholders. The Escrow Agent and will not be liable in Parent are hereby relieved from any manner whatsoever liability to any person for any acts done by them in accordance with such decision, act, consent or instruction 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references Notwithstanding anything in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereundercontrary, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling have no authority to fulfill his, her or its responsibilities as agent act on behalf of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the any Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with any claim by an Indemnified Party seeking recovery for any Losses outside of the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeEscrow Fund.

Stockholder Representative. (a) The Company (By the execution and pursuant to the terms delivery of the Company Stockholder Consentthis Agreement, including counterparts thereof, each of Stockholder hereby irrevocably constitutes and appoints LD Stockholder Representative, LLC (the Company’s stockholders) irrevocably appoints “Stockholder Representative”), and the Stockholder Representative to act ▇▇▇▇▇▇ accepts such appointment, as representative, the true and lawful agent, proxy and attorney-in-fact for of such Stockholder with full powers of substitution to act in the Company Stockholders for 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 act for such Stockholder, if applicable, with respect to all indemnification matters referred to herein, including the right to compromise or service settle any such claim on behalf of process, such Stockholder; (ii) negotiateexecute the Escrow Agreement on behalf of each Stockholder and act for such Stockholder with respect to the Escrow Amount (including giving any instructions to the Escrow Agent, determineon behalf of the Stockholders, compromise, settle and take to pay from the Escrow Fund any other action permitted amounts owed by or called for by any Company stockholder under this Agreement, to the Stockholders); (iii) execute and deliver in its sole discretion, on behalf of the Stockholders, amend or waive any termination, amendment or waiver to this Agreement provision hereof in connection therewith, any manner; (iv) engage such counselemploy, experts obtain and rely upon the advice of legal counsel (including Ropes & Gray LLP), accountants and other agents professional advisors as the Stockholder Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Stockholder Representative; (v) act for such Stockholder with respect to all [*] matters and consultants as any other amounts payable to the Stockholders hereunder or in connection with any Ancillary Documents, including any adjustments thereto; (vi) incur any expenses, liquidate and 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 or other Liabilities, and pay such expenses or deposit the same in connection with exercising an interest-bearing bank account established for such purpose; (vii) receive all notices, service of process, communications and deliveries hereunder on behalf of such Stockholder; and (viii) do or refrain from doing any further act or deed on behalf of such Stockholder that the powers granted hereunder andStockholder Representative deems necessary or appropriate, in the absence sole discretion of the Stockholder Representative, relating to the subject matter hereof as fully and 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. (b) The appointment of the Stockholder Representative shall be deemed coupled with an interest and shall be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholder Representative as the act of each Stockholder in all matters referred to herein. (c) In the event the Stockholder Representative resigns or ceases to function in such capacity for any reason whatsoever, then the successor Stockholder Representative shall be the Person that the Company’s majority Stockholder appoints. (d) The Stockholder Representative is serving in that capacity solely for purposes of administrative convenience, and is not and shall not be personally liable in such capacity for any of the obligations of the Stockholders hereunder, and ▇▇▇▇▇▇▇▇▇ agrees that it will not assert claims against, or look to the personal assets of, the Stockholder Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Stockholders or the Company hereunder. The Stockholder Representative will not be liable for any act taken or omitted by it as permitted under this Agreement, except if such act is taken or omitted in bad faith or by willful misconduct. The Stockholder Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles thereof). The Stockholders agree, severally but not jointly (in accordance with their Pro Rata Percentage), to indemnify the Stockholder Representative for, and to hold the Stockholder Representative harmless against, any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions 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 Stockholder Representative’s carrying out its duties under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees costs and expenses of professionals incurred in connection successfully defending itself against any claim of liability 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the samerespect thereto. The Stockholder Representative may consult with counsel of its own choice and will have no duties or obligations hereunder except those specifically set forth herein full and such duties complete authorization and obligations will be determined solely protection for any action taken and suffered by the express provisions of this Agreement. The Company’s stockholders will jointly it in good faith and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection accordance with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity opinion of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreementcounsel. (e) All expenses incurred The Stockholder Representative represents and warrants that it is a Delaware limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to carry on its business as now being conducted. The Stockholder Representative has all necessary limited liability company power and authority to execute and deliver this Agreement and the Escrow Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Escrow Agreement by the Stockholder Representative, the performance by the Stockholder Representative of its obligations hereunder and thereunder, and the consummation of the transactions provided for herein and therein have been duly and validly authorized by all necessary action on the part of the Stockholder Representative. This Agreement has been, and the Escrow Agreement will be, duly executed and delivered by the Stockholder Representative, and constitutes, or will upon execution and delivery constitute, the valid and binding agreement of the Stockholder Representative, enforceable against the Stockholder Representative in connection accordance with its terms, except as such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). The execution and delivery of this Agreement does not, and the execution and delivery of the Escrow Agreement will not, and the performance of hisits obligations hereunder and thereunder will not, her (i) conflict with or its duties as violate the certificate of formation or LLC Agreement of the Stockholder Representative, or (ii) conflict with or violate any Law applicable to the Stockholder Representative shall be borne and paid exclusively (with or without notice or lapse of time or both), or by which any of the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeStockholder Representative’s properties or assets is bound.

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 wit▇ ▇▇▇ ▇▇▇▇▇tted 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 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 hereunder. Solely with respect to any manner whatsoever for any of Parent or Merger Sub’s actions, as applicable, actions taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of hishis capacity as such, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled have no liability to Parent or otherwise be unable or unwilling to fulfill his, her or any of its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (affiliates except for claims based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreementupon fraud. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

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 Stockho▇▇▇▇ ▇▇▇▇▇▇▇▇▇ative 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. (b) The Company’s stockholders agree that such agency Stockholder Representative shall not be liable to Stockholders for any act done or omitted hereunder as Stockholder Representative while acting in good faith and proxy are coupled with an interestin the exercise of reasonable judgment, and are therefore irrevocable without any act done or omitted pursuant to the consent written advice of counsel shall be conclusive evidence of such good faith. (c) Solely to the extent of the Escrow Assets Available for Release after the General Escrow Termination Date, the Stockholder Representative shall be indemnified and will survive the deathheld harmless from and against any and all losses, incapacityclaims, bankruptcydamages, dissolution or liquidation liabilities and expenses, including reasonable costs of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholdersinvestigation, outside counsel fees, and no Company stockholder will have the right to object, dissent, protest disbursements that may be imposed on or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as under this Agreement, including but not limited to any arbitration or litigation arising from this Agreement or involving the subject matter hereof, unless such losses, claims, damages, liabilities or expenses shall be caused by the negligence or willful misconduct on the part of the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the The Stockholder Representative shall dietreat confidentially and not disclose any nonpublic information from or about Acquiror or the Merger Sub to anyone, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities except as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time necessary in connection with any legal proceeding to time enforce the Stockholder's rights under this Agreement or the Merger Agreement or as otherwise required by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreementlaw. (e) All expenses incurred The Stockholder Representative may resign, and may be removed and a successor named by Stockholders having, in the aggregate, Subaccounts containing at least 50 percent or more of the total fair market value of the Escrow Fund. The Escrow Agent shall be promptly notified in writing of any such change in the Stockholder Representative in connection with Representative. Upon any such replacement, the performance of his, her or its duties as replacement Stockholder Representative shall be borne and paid exclusively by deemed the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time"Stockholder Representative" for all purposes hereunder.

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 or any Transaction Agreement. (b) The Company Stockholders will indemnify and hold harmless the Stockholder Representative from and against any and all Losses arising out of or in connection therewithwith the Stockholder Representative’s execution and performance of this Agreement and the Transaction Agreement, in each case as such Loss is suffered or incurred; provided, that in the event that any such Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholder Representative, the Stockholder Representative will reimburse the Company Stockholders the amount of such indemnified Loss to the extent attributable to such gross negligence or willful misconduct. The Stockholder Representative shall be entitled to reimbursement by the Company Stockholders from funds paid to it under Section 2.14, released from the Adjustment Escrow Account for the benefit of the Company Stockholders and/or otherwise received by it in its capacity as the Stockholder Representative pursuant to or in connection with this Agreement (iv) engage such including for the benefit of the Company Stockholders), for all reasonable expenses, disbursements and advances (including fees and disbursements of its 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, (vconsultants) 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with such capacity. In the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact event that the Stockholder Representative is or was acting as determines, in its sole and absolute discretion, that the funds paid to the Stockholder Representative under this Agreement. Neither pursuant to Section 2.14 or otherwise exceed the Stockholder Representative nor any agent employed by Expenses, the Stockholder Representative will incur any Liability to any Company stockholder relating shall pay such excess amount to the performance Company Stockholders (pro rata in accordance with the number of Stockholder Representative’s duties hereunder except for actions shares of Company Common Stock held by each of them immediately prior to the Effective Time) as an addition to the Final Merger Consideration; provided, however, that notwithstanding anything to the contrary in this Agreement or omissions constituting fraud the Escrow Agreement, in no event shall such excess amount become payable to Parent or bad faiththe Surviving Entity. The Stockholder Representative In no event will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any be required to advance its own funds on behalf of the Company stockholder if Stockholders or otherwise. The Company Stockholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholder Representative took or omitted taking any action in good faiththe termination of this Agreement. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling may resign at any time by giving 30 days’ notice to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for Parent and the Company Stockholders. The Person serving as ; provided, however, in the event of the resignation or removal of the Stockholder Representative, a new Stockholder Representative may (who shall be replaced from time reasonably acceptable to time Parent) shall be appointed by the holders of a majority in interest vote or written consent of the Company Stockholders (based on the ownership who held of a majority of the Company Common Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

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), (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, (vi6) to execute closing statementsand deliver any other agreements, settlement statements instruments, and funds flow statements 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 Company’s stockholders Selling Equityholders in connection with this Agreement and the Companyother 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 Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely uponSelling Equityholders, without independent investigationby approving this Agreement, 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. (b) The Company’s stockholders further agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholderSelling Equityholder. All decisions and actions by the Stockholder Representative will shall be binding upon all of the Company’s stockholders, Selling Equityholders and no Company stockholder will Selling Equityholder shall have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will 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, 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, without independent verification or investigation, upon any such decision or action of the Stockholder Representative as 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 hereunder to the Selling Equityholders hereunder, except those specifically as expressly set forth herein in this Agreement, and such duties and no implied covenants, agreements, functions, duties, responsibilities, obligations will or liabilities shall be determined solely by read into this Agreement, or shall otherwise exist against the express provisions Stockholder Representative. (b) By the approval of this Agreement. The Company’s stockholders will , each Selling Equityholder hereby severally, for itself only and not jointly and severally agrees to indemnify and hold harmless the Stockholder Representative and its partners, managers, officers, agents and other representatives against all Liabilities expenses (including reasonable attorneys’ fees), judgments, fines and amounts incurred by the Stockholder Representative such Persons in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative or such other Person is made a party by reason of the fact that the Stockholder Representative it is or was acting as the Stockholder Representative under pursuant to the terms of this Agreement. , other than as a result of the Stockholder Representative’s fraud, bad faith or willful misconduct. (c) Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will of its members, managers, officers, agents or other representatives shall incur any Liability liability to any Company stockholder Selling Equityholder by virtue of the failure or refusal of such Persons for any reason to consummate the transactions contemplated hereby or relating to the performance of Stockholder Representative’s their duties hereunder hereunder, except for actions or omissions constituting fraud fraud, bad faith or bad faithwillful misconduct. The Stockholder Representative will and its members, managers, officers, agents and other representatives shall have no Liability liability in respect of any action, claim or proceeding Legal Action brought against the Stockholder Representative such Persons by any Company stockholder if Selling Equityholder, regardless of the Stockholder Representative legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at Law or in equity, or otherwise, unless such Persons took or omitted taking any action in good faith. (c) The provisions bad faith or as result of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution fraud or otherwisewillful misconduct. (d) If the Stockholder Representative shall dieAll out-of-pocket fees and expenses (including legal, become disabled or otherwise be unable or unwilling to fulfill hisaccounting and other advisors’ fees and expenses, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4if applicable) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses reasonably incurred by the Stockholder Representative in connection with performing any actions under this Agreement and the performance other Transaction Documents will be paid out of histhe Stockholder Representative Expense Account from time to time. In the event that the Stockholder Representative determines that the Stockholder Representative Expense Amount is insufficient to cover the fees and expenses incurred or to be incurred by the Stockholder Representative in performing its obligations under this Agreement, her or its duties as the Stockholder Representative shall be borne entitled to increase the Stockholder Representative Expense Amount and paid exclusively instruct the Escrow Agent or the Paying Agent to direct amounts otherwise payable to the Selling Equityholders pursuant to this Agreement to the Stockholder Representative Expense Account in order to cover any such fees and expenses. The Stockholder Representative Expense Amount shall be held by the Company Stockholders, Stockholder Representative in the Stockholder Representative Expense Account for the benefit of the Selling Equityholders for reimbursements payable to the Stockholder Representative under this Section 11.15. As soon as reasonably practicable after the date that amounts payable pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior this Agreement and the other Transaction Documents to the Effective Time.Selling Equityholders or Purchaser (other than pursuant to this Section 11.15(d)) or any advisors or other third Persons have been paid or released as determined by the Stockholder Representative, if any amount of the Stockholder Representative Expense Amount remains in the Stockholder Representative Expense Account (together with any amount(s) that have been added thereto pursuant to this Section 11.15(d) which remain in such account) (the aggregate of any such amounts, the “Excess Stockholder Representative Expense Amount”), then the Stockholder Representative shall pay:

Stockholder Representative. (a) The Company (By approving this Agreement and pursuant to the terms transactions contemplated hereby or by executing and delivering a Letter of the Company Stockholder ConsentTransmittal, each of the Company’s stockholders) Stockholder shall have irrevocably appoints the authorized and appointed Stockholder Representative to act as representative, agent, proxy such Person’s representative and attorney-in-fact for to act on behalf of such Person with respect to this Agreement and the Company Stockholders for Promissory Note and to take any and all purposes under actions and make any decisions required or permitted to be taken by Stockholder Representative pursuant to this AgreementAgreement or the Promissory Note, 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: : (i) give and receive notices or service of process, and communications; (ii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders or otherwise handle any other matters described in Section 2.16; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Holdings pursuant to Article VI and Article VIII; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VI and take any other action permitted or called for by any Company stockholder under this Agreement, Article VIII; (iiiv) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any terminationAncillary Document (including the Promissory Note); (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Promissory Note); (vii) engage, amendment employ or waiver appoint any agents or representatives (including attorneys, accountants and consultants) to assist Stockholder Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Stockholder Representative for the accomplishment of the foregoing. Holdings shall be entitled to deal exclusively with Stockholder Representative on all matters relating to this Agreement in connection therewith, (ivincluding Article VIII) engage such counsel, experts and other agents and consultants as the shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the by Stockholder Representative, will and on any other action taken or purported 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 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 taken on behalf of the Company’s stockholders and the Companyany Stockholder by Stockholder Representative, as being fully binding upon such Person. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled Notices or communications to conclusively rely upon, without independent investigation, any act, notice, instruction or communication from Stockholder Representative shall constitute notice to or from each of the Stockholders. Any decision or action by Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in hereunder, including 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the agreement between Stockholder Representative and will survive Holdings relating to the deathdefense, incapacity, bankruptcy, dissolution payment or liquidation settlement of any Company’s stockholderclaims for indemnification hereunder, shall constitute a decision or action of all Stockholders and shall be final, binding and conclusive upon each such Person. All decisions and actions by the No Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will or Option holder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly Section, including the power of attorney granted hereby, are independent and severally indemnify severable, are irrevocable and hold harmless the Stockholder Representative against all Liabilities incurred coupled with an interest and shall not be terminated by the Stockholder Representative in connection with the performance any act of hisany one or Stockholders, her or its duties as the Stockholder Representativeby operation of Law, including, without limitation, any action, suit whether by death or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. other event. (b) The Stockholder Representative will have no Liability in respect of may resign at any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trusteestime, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time removed for any reason or no reason by the holders vote or written consent of a majority in interest of the Company Stockholders according to each Stockholder’s Pro Rata Share (based on the ownership of the Company Stock set forth on Schedule 1.4“Majority Holders”). In either case; provided, the successor however, in no event shall Stockholder Representative resign or be removed without the Majority Holders having first appointed a new Stockholder Representative who shall promptly notify Parent in writing assume such duties immediately upon the resignation or removal of the identity of such successor Stockholder Representative. Any such successor shall become In the “event of the death, incapacity, resignation or removal of Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as a new Stockholder Representative shall be borne and paid exclusively appointed by the Company Stockholdersvote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to Holdings, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Holdings; provided, that until such notice is received, Holdings, Merger Sub and the Surviving Corporation shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described in Section 10.1(a) above. (c) The Stockholder Representative shall not be liable to the Stockholders for actions taken pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior this Agreement or the Promissory Note, except to the Effective Timeextent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Stockholder Representative shall be conclusive evidence of good faith). The Stockholders shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Stockholder Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Stockholder Representative under this Agreement and the Promissory Note (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of Stockholder Representative, Stockholder Representative shall reimburse the Stockholders the amount of such indemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. The Representative Losses shall be satisfied: (i) from the Stockholder Representative Expense Fund; and (ii) to the extent the amount of the Representative Losses exceeds amounts available to Stockholder Representative under (i), from the Stockholders and Optionholders, severally and not jointly (in accordance with their Pro Rata Shares). As soon as practicable after the date on which the final obligation of Stockholder Representative under this Agreement and the Promissory Note have been discharged or such other date as Stockholder Representative deems appropriate, the Escrow Agent shall pay any amounts remaining in the Stockholder Representative Fund to the Stockholders in accordance with their Pro Rata Shares, as set forth in the Promissory Note.

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 in connection 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 the Contemplated Transactionsorders of courts and awards of arbitrators with respect to such claims, 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 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, appropriate in the absence judgment 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative’s obligations, includingpower and authority hereunder, without limitationunder the Paying Agent Agreement, any actionand under the Engagement Letter or (ii) permitted by the terms of this Agreement, suit the Engagement Letter, or proceeding to which the Paying Agent Agreement or the other Related Agreements. Notwithstanding the foregoing, the Stockholder Representative is made a party by reason shall have no obligation to act on behalf of the fact Company Stockholders, except as expressly provided herein, in the Engagement Letter, the Paying Agent Agreement, and in any Related Agreement that the Stockholder Representative is a party to and for purposes of clarity, there are no obligations of the Stockholder Representative in any schedule, exhibit, or was acting 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, notices or communications to or from the Stockholder Representative shall constitute notice to or from the Company Stockholders. (b) Neither the Stockholder Representative, nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Stockholder Representative Group”) nor any member of the Advisory Committee (as defined in that certain engagement letter entered into between the Stockholder Representative and certain of the Company Stockholders in connection with the transactions contemplated hereby (the “Engagement Letter”)) shall incur liability of any kind with respect to any action or omission by the Stockholder Representative or the Advisory Committee in connection with their services pursuant to this Agreement, the Engagement Letter, the Paying Agent Agreement or any other agreements ancillary hereto, except to the extent resulting from the bad faith, gross negligence or willful misconduct of the Stockholder Representative or such member of the Advisory Committee, as applicable. For the avoidance of doubt, the preceding sentence shall not prejudice the Stockholder Representative’s right to indemnification from the members of the Advisory Committee (in their capacity as Company Stockholders) pursuant to the following sentence. The Company Stockholders shall, on a several and not joint basis and based on their respective Pro Rata Shares, indemnify, defend and hold harmless the Stockholder Representative Group and each member of the Advisory Committee from and against any and all losses, liabilities, damages, penalties, fines, forfeitures, actions, fees, judgments, amounts paid in settlement and out-of-pocket costs and expenses (including the reasonable out-of-pocket fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment, and costs incurred in connection with seeking recovery from insurers) (collectively, “Representative Losses”) to the extent arising out of or in connection with the Stockholder Representative’s or the Advisory Committee’s execution and performance of this Agreement, the Engagement Letter, the Paying Agent Agreement and any other agreements ancillary hereto, 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 bad faith, gross negligence or willful misconduct of the Stockholder Representative or such member of the Advisory Committee, as applicable, the Stockholder Representative or such member of the Advisory Committee, as applicable, shall promptly reimburse the Company Stockholders the amount of such indemnified Representative Loss to the extent attributable to such bad faith, gross negligence or willful misconduct. If not paid directly to the Stockholder Representative by the Company Stockholders, any such Representative Losses may be recovered by the Stockholder Representative from (i) the funds in the Expense Fund Account and (ii) any other funds that become payable to the Company Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Company Stockholders; provided that, while this section allows the Stockholder Representative to be paid from the aforementioned source of funds, this does not relieve the Company Stockholders from their obligation to promptly pay, in accordance with their respective Pro Rata Shares, such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholder Representative from seeking any remedies available to it at law or otherwise. In no event shall the Stockholder Representative be required to advance its own funds on behalf of the Company Stockholders or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Engagement Letter, the Paying Agent Agreement, or the transactions contemplated hereby or thereby. Furthermore, the Stockholder Representative shall not be required to take any action, unless the Stockholder Representative has been provided with funds, security or indemnities which, in its reasonable determination, are sufficient to protect the Stockholder Representative against the costs, expenses and liabilities which may be incurred by the Stockholder Representative in performing such actions. 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 Company Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholder Representative under this Agreementsection. Neither The Company Stockholders acknowledge and agree that the foregoing indemnities shall survive the resignation or removal of the Stockholder Representative nor any agent employed by or the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes termination of this Agreement. (ec) All expenses incurred by Upon the Closing, Parent shall wire to an account of Stockholder Representative as set forth on the Allocation Schedule (the “Expense Fund Account”) an amount of $150,000 in cash (the “Expense Fund”), which shall be used: (1) for the purposes of paying directly, or reimbursing the Stockholder Representative for, any Representative Losses incurred pursuant to this Agreement, the Engagement Letter, the Paying Agent Agreement and any other Related Agreement or (2) as otherwise directed by the Advisory Committee. Notwithstanding anything in connection this Agreement to the contrary, Parent shall not be required to issue to the Accredited Stockholders at the Closing (or at any other time after the Closing) the aggregate number of shares of Parent Common Stock that were reduced from the Per Share Accredited Stock Consideration otherwise payable to the Accredited Stockholders at the Closing pursuant to Section 2.1 in order to fund the portion of the Expense Fund contributed by the Accredited Stockholders. The Company Stockholders shall 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 is not providing any investment supervision, recommendations or advice and shall not be liable for any loss of principal of the Expense Fund, other than as a result of its bad faith, gross negligence or willful misconduct. The Stockholder Representative shall hold these funds separate from its corporate funds, shall not use these funds for its operating expenses or any other corporate purposes and shall not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable after the completion of the Stockholder Representative’s responsibilities, the Stockholder Representative shall deliver the balance of the Expense Fund to the Paying Agent for further distribution to the Company Stockholders pursuant to Section 2.1; provided that, as a condition to Parent’s and Paying Agent’s obligation to make such payments, the Stockholder Representative shall first deliver to Parent an updated Allocation Schedule setting forth the portion of such Expense Fund distribution payable to each Company Stockholder. For tax purposes, the Expense Fund shall be treated as having been received and voluntarily set aside by the Company Stockholders at the time of Closing. Any tax required to be withheld with respect to the deemed payment to a Company Stockholder of its portion of the Expense Fund shall reduce the amount of cash to such Person at Closing in respect of Equity Interests of the Company and shall not reduce the Expense Fund. (d) A decision, act, consent or instruction of the Stockholder Representative, including but not limited to an amendment, extension or waiver of this Agreement pursuant to Section 10.6 and Section 10.7 hereof, as applicable, in accordance with the performance authority granted to the Stockholder Representative hereunder shall constitute a decision of histhe Company Stockholders and shall be final, her binding and conclusive upon the Company Stockholders and such Company Stockholder’s successors as if expressly confirmed and ratified in writing by such Company Stockholder. Parent may rely upon any such decision, act, consent or its duties instruction of the Stockholder Representative as being the decision, act, consent or instruction of the Company Stockholders. Parent is hereby relieved from any Liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative. The Stockholder Representative shall be borne entitled to: (i) rely upon the Allocation Schedule, (ii) rely upon any signature believed by it to be genuine, and paid exclusively by (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company StockholdersStockholder or other party. The powers, pursuant immunities and rights to their respective ownership of Company Stock (on an as-converted basis) immediately prior indemnification granted to the Effective TimeStockholder Representative Group and Advisory Committee hereunder are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Stockholder and shall be binding on any successor thereto.

Stockholder Representative. (a) The Company (▇▇▇ ▇▇▇▇▇ is appointed to serve as the true 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 lawful agent and attorney-in-fact for (the Company Stockholders for “Stockholder Representative”) of each of the Holders with full powers of substitution to act in the name, place and stead of such Holder with respect to the performance on behalf of such Holder under the terms and provisions of this Agreement and to do or refrain from doing all purposes such further acts and things, and to execute all such documents, as the Stockholder Representative shall deem necessary or appropriate in connection with any transaction contemplated under this Agreement, including 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 act for such Holder with respect to all indemnification matters referred to in this Agreement, including the right to compromise or service settle any such claim on behalf of process, such Holder; (ii) negotiate, determine, compromise, settle and take amend or waive any other action permitted or called for by provision of this Agreement (including any Company stockholder under this Agreement, condition to Closing) in any manner that does not differentiate among the Holders; (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 receive and receipt for any portion of the Merger Consideration or any other payment due from the Purchaser to such counselHolder pursuant to this Agreement; (v) incur any expenses, experts liquidate and other agents and consultants as withhold assets received on behalf of such Holder prior to their distribution to such Holder 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 with exercising an interest-bearing bank account established for such purpose; (vi) receive all notices, communications and deliveries under this Agreement on behalf of such Holder; and (vii) do or refrain from doing any further act or deed on behalf of each Holder that the powers granted hereunder andStockholder 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 of this Agreement as fully and advice of completely as such PersonsHolder could do if personally present and acting and as though any reference to such Holder in this Agreement was a reference to the Stockholder Representative. provided, (v) receive funds and make or release payments of funds to pay any amounts however, that the Stockholder Representative has incurred will have no obligation to act except as expressly provided in this Agreement or reasonably expects to incur the Escrow Agreement. (b) Each Holder that accepts payment of any consideration in connection with respect of the Company stockholders’ obligations under Merger as contemplated herein, that executes and delivers a letter of transmittal as contemplated by Section 2.5, or that otherwise approves this Agreement, whether at a meeting or by execution of a written consent, shall be deemed, by such acceptance of payment, execution of such letter of transmittal or approval of this Agreement, as the Merger case may be, to have agreed to be bound by, as if a signatory hereto, the provisions of Article I, Article II, Article IX and otherwise in connection with the Contemplated Transactions, Article X (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 this Section 10.15). The appointment of the Company’s stockholders Stockholder Representative is deemed to be coupled with an interest and the Company. The Company Stockholders acknowledge that Parent irrevocable, and Merger Sub will be entitled to any other Person may conclusively rely uponand absolutely rely, without independent investigationinquiry, upon any act, notice, instruction or communication action of the Stockholder Representative as provided the act of the Holders in all matters referred to in this Section 10.1 as Agreement. Each Holder hereby ratifies and confirms that the acts Stockholder Representative shall do or cause to be done by virtue of the Company Stockholders and Stockholder Representative’s appointment as Stockholder Representative of the Holders. The Stockholder Representative shall act for the Holders on all of the matters set forth in this Agreement in the manner the Stockholder Representative believes to be in the best interest of the Holders, but the Stockholder Representative will not be liable in any manner whatsoever responsible to the Holders for any of Parent loss or Merger Sub’s actions, as applicable, taken or not taken in reliance upon damage the acts or omissions or communications or writings given or executed Holders may suffer by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent reason of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions performance by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions under this Agreement, other than loss or omissions constituting fraud damage arising from willful misconduct or bad faith. The Stockholder Representative will have no Liability gross negligence in respect the performance of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithRepresentative’s duties hereunder. (c) The provisions Holders hereby expressly acknowledge and agree that the Stockholder Representative is authorized to act on behalf of the Holders notwithstanding any dispute or disagreement among the Holders, and that any Person is entitled to rely on any and all action taken by the Stockholder Representative hereunder without liability to, or obligation to inquire of, any Holder. Each Holder hereby confirms each and every action to be taken by the Stockholder Representative pursuant to the power of attorney granted in this Section 10.1 will be binding on 10.15 as if it were such Holder’s own and waives any right to make any claim against the executorsStockholder Representative that may arise, heirsdirectly or indirectly, legal representatives, personal representatives, successor trustees, and successors as a result of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to Stockholder Representative’s actions by virtue of such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements power of descent and distribution or otherwiseattorney. (d) If the Stockholder Representative shall die, become disabled resigns or otherwise be unable or unwilling ceases to fulfill his, her or its responsibilities as agent of the Company’s stockholdersfunction in such capacity for any reason whatsoever, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing will be the Person that the Holders of a majority of the identity Fully Diluted Shares shall appoint; provided, however, that in the event for any reason no successor has been appointed within thirty (30) days following such resignation or cessation, then any Holder shall have the right to petition a court of such competent jurisdiction for appointment of a successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred The Stockholder Representative shall have no liability to Purchaser, the Surviving Corporation, any Holder or any other Person with respect to any action or inaction by the Stockholder Representative in his capacity as such, except that the foregoing shall not relieve the Stockholder Representative of any liability to any Holder with respect to any action or inaction which is finally determined by a court of competent jurisdiction to constitute gross negligence or willful misconduct on the part of the Stockholder Representative. Each Holder agrees, severally and not jointly, to indemnify and hold the Stockholder Representative harmless from and against any and all liabilities, losses, costs, damages and expenses (including attorneys’ fees) reasonably incurred or suffered as a result of the performance of the Stockholder Representative’s duties under this Agreement, except to the extent that such losses are finally determined by a court of competent jurisdiction to result from willful misconduct or gross negligence on the part of the Stockholder Representative. The fees, costs and expenses of the Stockholder Representative incurred following the Effective Time, including any fees and expenses incurred by it in connection with the performance retention of hisany legal counsel, her experts (including expert witnesses), consultants and other representatives engaged by it whether involving a claim for indemnification or its duties as Stockholder Representative otherwise, shall be borne and paid exclusively severally by the Company StockholdersHolders, pursuant in proportion to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimePro Rata Percentages.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) Each Seller hereby irrevocably appoints the Stockholder Representative to act as representative, agent, proxy such Seller’s representative and attorney-in-fact for the Company Stockholders for to act on behalf of such Seller with respect to this Agreement and to take any and all purposes under actions and make any decisions required or permitted to be taken by Stockholder Representative pursuant to 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: : (i) give and receive notices or service of process, and communications; (ii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders or otherwise handle any other matters described in Section 2.04; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Buyer pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and take any other action permitted or called for by any Company stockholder under this Agreement, Article IX; (iiiv) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any terminationAncillary Document; (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document; (vii) engage, amendment employ or waiver appoint any agents or representatives (including attorneys, accountants and consultants) to assist Stockholder Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Stockholder Representative for the accomplishment of the foregoing. Buyer shall be entitled to deal exclusively with Stockholder Representative on all matters relating to this Agreement in connection therewith, (ivincluding Articles VII and IX) 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 shall be entitled to rely conclusively (without further evidence of bad faith any kind whatsoever) on the part any document executed or purported to be executed on behalf of the any Seller by Stockholder Representative, will and on any other action taken or purported 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 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 taken on behalf of the Company’s stockholders and the Companyany Seller by Stockholder Representative, as being fully binding upon such Seller. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled Notices or communications to conclusively rely upon, without independent investigation, any act, notice, instruction or communication from Stockholder Representative shall constitute notice to or from each of the Sellers. Any decision or action by Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in hereunder, including 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the agreement between Stockholder Representative and will survive Buyer relating to the deathdefense, incapacity, bankruptcy, dissolution payment or liquidation settlement of any Company’s stockholderclaims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Seller. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will No Seller shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one Seller, or by operation of Law, whether by death or other event. (b) The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred may resign at any time, and may be removed for any reason or no reason by the vote or written consent of both Principal Shareholders; provided, however, in no event shall Stockholder Representative in connection with resign or be removed without the performance Principal Shareholders having first appointed a new Stockholder Representative who shall assume such duties immediately upon the resignation or removal of hisStockholder Representative. In the event of the death, her incapacity, resignation or its duties as the removal of Stockholder Representative, including, without limitation, any action, suit or proceeding to which the a new Stockholder Representative is made a party shall be appointed by reason the vote or written consent of the fact that Principal Shareholders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to Buyer, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is or was acting as received by Buyer; provided, that until such notice is received, Buyer shall be entitled to rely on the decisions and actions of the prior Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability as described in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithSection 11.01(a) above. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall dienot be liable to the Sellers for actions taken pursuant to this Agreement, become disabled except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or otherwise involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Stockholder Representative shall be unable conclusive evidence of good faith). The Principal Shareholders shall jointly indemnify and hold harmless Stockholder Representative from and against, compensate him, her or unwilling to fulfill it for, reimburse him, her or it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with his, her or its responsibilities activities as agent Stockholder Representative under this Agreement (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of the Company’s stockholdersStockholder Representative, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by shall reimburse the holders of a majority in interest of Principal Shareholders the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity amount of such successor Stockholder Representativeindemnified Representative Loss attributable to such gross negligence, fraud, intentional misconduct or bad faith. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder The Representative in connection with the performance of his, her or its duties as Stockholder Representative Losses shall be borne and paid exclusively by satisfied from the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimePrincipal Shareholders jointly.

Stockholder Representative. (a) The Company As of the date hereof and at all times subsequent to the Closing, the STOCKHOLDERS shall be deemed to have appointed ▇▇▇▇▇▇▇ ▇. ▇▇▇ (hereinafter referred to as the "STOCKHOLDER Representative") as their representative for purposes of all amendments, consents and waivers under this Agreement and for purposes of taking actions on behalf of the STOCKHOLDERS pursuant to the terms of the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act Section 11 and as representative, agent, proxy and attorney-in-fact and agent for and on behalf of the Company Stockholders for STOCKHOLDERS with authority to take any and all purposes actions and make any and all decisions required or permitted to be taken or made by them with respect to such amendments, consents, waivers and actions under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, Section 11 (including, without limitation, the settling of claims pursuant to Section 11). The STOCKHOLDER Representative shall have and is hereby granted by the STOCKHOLDERS full power and authority on each as agent of STOCKHOLDERS to represent such Company Stockholder’s behalf to: (i) receive notices or service of processSTOCKHOLDERS, (ii) negotiateand their respective successors, determineheirs, compromiserepresentatives, settle and take assigns with respect to all matters arising under this Agreement and any other action permitted or called for matters concerning the transactions contemplated by any Company stockholder under this Agreement, (iii) execute both before and deliver any terminationafter the Closing, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as all action taken by the Stockholder STOCKHOLDER Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part shall be binding upon all of the Stockholder RepresentativeSTOCKHOLDERS, will be entitled to conclusively rely on the opinions and advice their respective successors, heirs, representatives and assigns as if expressly confirmed and ratified in writing by each 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 Representativethem. (b) The Company’s stockholders agree that such agency and proxy are coupled STOCKHOLDER Representative, in his capacity as such, shall not incur any liability to any other STOCKHOLDER with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution respect to any action or liquidation of any Company’s stockholder. All decisions and actions inaction taken by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest him except those involving his own willful misconduct or otherwise contest the samegross negligence. The Stockholder STOCKHOLDER Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against may, in all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative questions arising under this Agreement. Neither , rely on the Stockholder Representative nor any agent employed advice of counsel and for anything done, omitted or suffered in good faith by the Stockholder STOCKHOLDER Representative will incur any Liability based on such advice, the STOCKHOLDER Representative, in his capacity as such, shall not be liable to any Company stockholder relating to other STOCKHOLDER. Nothing set forth in this Section 18.16(b) shall in any way relieve the performance STOCKHOLDERS, in their capacities as STOCKHOLDERS, of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faiththeir obligations under this Agreement. (c) The provisions of this Section 10.1 will be binding on In the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent event of the Company’s stockholders, then a majority in interest death or permanent disability of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint STOCKHOLDER Representative, or his resignation as STOCKHOLDER Representative, a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder STOCKHOLDER Representative shall be borne and paid exclusively appointed by the Company Stockholders, pursuant STOCKHOLDERS. Prompt notice of such appointment shall be delivered in writing by the STOCKHOLDERS to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeHOLDING.

Stockholder Representative. (a) The In the event that the Merger is approved by the Company Stockholders, effective upon such vote, and without any further act by any Company Stockholder, ▇▇▇▇▇ ▇▇▇▇▇▇▇ is hereby appointed as the representative for and on behalf of the Company Stockholders (other than stockholders, if any, as shall have perfected their appraisal rights under the DGCL) and the Eligible Derivative Security Holders (the “Stockholder Representative”), and shall enter into the Escrow Agreement and take all actions required or permitted under the terms of this Agreement and the Escrow Agreement with respect to the interests and rights of the Stockholders with respect to the indemnity under Article 9 hereof, and by executing this Agreement the Stockholder Representative accepts such appointment. No bond shall be required of the Stockholder Representative and the Stockholder Representative shall receive no compensation for its services. Notices of communications to or from the Stockholder Representative pursuant to the terms notice requirements set forth in Section 12.3 of this Agreement shall constitute notice to or from each of the Company Stockholder ConsentStockholders and the Eligible Derivative Security Holders. Notwithstanding the foregoing, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative may deliver notice of communications to act any Company Stockholders or Eligible Derivative Security Holders via email to an address specified by such Company Stockholders or Eligible Derivative Security Holders. If the Stockholder Representative is no longer able or willing to serve as representativethe Stockholder Representative, agent, proxy and attorney-in-fact for a majority of the Company Stockholders shall select a replacement Stockholder Representative. (b) The Stockholder Representative shall not be liable for all purposes any act done or omitted in such capacity while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Stockholders (other than stockholders, if any, as shall have perfected their appraisal rights under this Agreement, the Merger DGCL) and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power Eligible Derivative Security Holders shall jointly 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 severally indemnify the Stockholder Representative deems necessary in connection with exercising the powers granted hereunder andand hold him harmless against any loss, in the absence of liability or expense incurred without gross negligence or bad faith 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 acceptance or administration of his duties, which may be paid from the Escrowed Merger Shares, if any, after all claims by the Parent Indemnified Persons have been satisfied. (c) Any decision, act, consent or instruction of the Stockholder Representative shall constitute a decision of all Company stockholders’ obligations under this Stockholders and Eligible Derivative Security Holders for whom a portion of the Escrowed Merger Shares otherwise issuable to them are deposited with the Escrow Agent pursuant to the Escrow Agreement, the Merger and otherwise in connection with the Contemplated Transactionsshall be final, including amounts required to pay the fees binding and expenses of professionals incurred in connection with the Contemplated Transactionsconclusive upon every Company Stockholder and Eligible Derivative Security Holder, (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 Escrow Agent, the Parent and Merger Sub will be entitled to conclusively the Surviving Corporation may rely uponupon any 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 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. (b) The Company’s stockholders agree that every such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If The adoption of this Agreement and the approval of the Merger and the transactions contemplated hereby by the Company Stockholders and the submission of a Letter of Transmittal by an Eligible Derivative Security Holder shall constitute: (i) approval by such Persons of this Agreement and the Escrow Agreement and of all of the arrangements relating thereto; (ii) approval of the appointment of the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling pursuant to fulfill his, her or its responsibilities as agent this Agreement and the Escrow Agreement; and (iii) the approval of the Company’s stockholders, then a majority in interest such Persons of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by perform all duties described in this Agreement and the holders of a majority in interest of the Company Stockholders (based Escrow Agreement on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreementtheir behalf. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (Parent, Newco, the Surviving Corporation, their Affiliates, the Escrow Agent and pursuant the Paying Agent shall be entitled to deal exclusively with the Stockholder Representative with respect to all matters arising under this Agreement, the Escrow Agreements and the Paying Agent Agreement, including the receipt of notices and the exercise of any rights with respect to Newco’s obligations under this Agreement, the Escrow Agreements and the Paying Agent Agreement, the modification or amendment of the terms of such agreements, the Company Stockholder Consentwaiver of conditions, each and resolution of disputes or uncertainties arising thereunder, the Company’s stockholders) irrevocably appoints execution and delivery of documents, the payment of amounts due and the delivery and receipt of notice regarding indemnification matters. Parent, Newco, the Surviving Corporation, their respective Affiliates, the Escrow Agent and the Paying Agent shall be entitled to rely upon, and shall be fully protected in relying upon, the power and authority of the Stockholder Representative without independent investigation. Parent, Newco, the Surviving Corporation, their respective Affiliates, the Escrow Agent and the Paying Agent shall have no liability to act 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 securities), or any acts or omissions taken or not taken by Newco or any other Persons at the 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 representativeStockholders Representative with respect to the PPA Escrow Account at the direction of the ESOP Trustee, agentbut only to the extent of the ESOP’s interest in the underlying matter. (b) Upon the Effective Time, proxy the Stockholder Representative shall be appointed as agent and attorney-in-fact for holders of Company Common Stock, RSUs and Company Preferred Stock (the Company Stockholders “Holders”), for and on behalf of each such Holder, with full power of substitution and with full power and authority to represent the Holders and their successors with respect to all purposes matters arising under this Agreement and the Escrow Agreement from and after the Effective Time and all actions taken by the Stockholder Representative hereunder shall be binding upon such Holders and their successors as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the foregoing, the Stockholder Representative shall have full power and authority, on behalf of all the Holders and their successors, to interpret all the terms and provisions of this Agreement, to dispute or fail to dispute any claim, to assert claims, to negotiate and compromise any dispute which may arise under this Agreement, the Merger to sign documents with respect to any such dispute and otherwise in connection to authorize delivery of any payments to be made with the Contemplated Transactionsrespect thereto. (c) Except for fraud, includingwillful misconduct, without limitationgross negligence or bad faith on its part, 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 shall have no liability 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 AgreementParent, 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, Surviving Corporation or 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 other Person for any of Parent or Merger Sub’s actions, actions taken by it in its capacity as applicable, taken or not taken in reliance upon the acts or omissions or communications or writings given or executed by the Stockholder Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither Except for fraud, willful misconduct, gross negligence or bad faith on its part, the Stockholder Representative nor shall have no liability to any agent employed other Holder under this Agreement for any action or omission by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in under this Agreement to a “Company Stockholder” means and includes on behalf of the successors to such Holder or any other Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne permitted to pay for out of pocket expenses incurred in connection with acting as Stockholder Representative, including, the amounts required to be paid in Section 5.3 and paid exclusively costs associated with claims that may be asserted in respect of determining the Final PPA and by Newco Indemnitees pursuant to Article VIII from the Administrative Expense Amount, including any interest earned thereon. The Administrative Expense Amount (which shall include for all purposes of this Agreement any interest earned thereon) shall be held in a segregated bank account by the Company StockholdersStockholder Representative. If any portion of the Administrative Expense Amount remains in such account following the final resolution of any and all claims under this Agreement, pursuant such remaining amount shall be distributed to their respective ownership the holders of Company Stock (on an as-converted basis) immediately prior to the Effective TimePreferred Stock.

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 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 may 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of removed unless at least a majority in interest of the Company Stockholders (based determined on the ownership 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, the vacancy in the position of Stockholder Representative may likewise be filled by at least a majority in interest of the Company Stock set forth Stockholders (determined on Schedule 1.4)the basis of the amount of Merger Consideration receivable by such Company Stockholders by like notice to the Parent. In either caseNo bond shall be required of the Stockholder Representative, and the successor Stockholder Representative shall promptly notify Parent 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. (b) In dealing with this Agreement and any notice, instrument, agreement or document relating thereto, and in writing exercising or failing to exercise all or any of the identity powers conferred upon the Stockholder Representative hereunder or thereunder, (i) the Stockholder Representative and its agents, counsel, accountants and other representatives shall not assume any, and shall incur no, responsibility whatsoever (in each case, to the extent permitted by applicable Law) to the Company Stockholders, Parent or the Surviving Corporation by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement or any such successor other agreement, instrument or document, other than in respect of an act or omission done in bad faith or with gross negligence on the part of the Stockholder Representative, and (ii) the Stockholder Representative shall be entitled to rely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Stockholder Representative pursuant to such advice shall in no event subject the Stockholder Representative to liability to the Company Stockholders, Parent or the Surviving Corporation. Any such successor Pursuant to the following sentence, and to the fullest extent permitted by applicable Law, the Company Stockholders shall become be, severally based on each Company Stockholder's pro rata share of the “Merger Consideration and not jointly, obligated to indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of the Stockholder Representative” 's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative. (c) The grant of authority provided for purposes in this Section 9.1: (i) is coupled with an interest and is being granted, in part, as an inducement to Parent and Merger Sub to enter into this Agreement and the Escrow Agreement, and shall be irrevocable and survive the dissolution, liquidation or bankruptcy of the Company or the death, incompetency, liquidation or bankruptcy of any Company Stockholder, shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Company Stockholder of the whole or any fraction of his, her or its interest in the Escrow Fund. (d) In connection with the performance of its obligations hereunder, the Stockholder Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Company Stockholders (as contemplated by Section 9.1(b), attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the Stockholder Representative may deem necessary or desirable and incur other out-of-pocket expenses related to performing its services hereunder. (e) All of the immunities and powers granted to the Stockholder Representative under this Agreement shall survive the Closing and/or any termination of this Agreement. (ef) All expenses incurred A decision, act, consent or instruction of the Stockholder Representative, including an extension or waiver of this Agreement pursuant to Article VII or Section 9.3, as applicable, shall constitute a decision of the Company Stockholders and holders of Company Stock Options and shall be final, binding and conclusive upon the Company Stockholders; Parent and 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 all the Company Stockholders. Parent and the Surviving Corporation are hereby relieved from any Liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholder Representative. (g) The Stockholder Representative has all requisite power, authority and legal capacity to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by the Stockholder Representative in connection with the consummation of the transactions contemplated by this Agreement (together with this Agreement, the "Stockholder Representative Documents"), and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Stockholder Representative Documents, the performance of hisits respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all required action on the part of the Stockholder Representative. This Agreement has been, her or its duties as and each of the Stockholder Representative shall Documents will be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately at or prior to the Effective TimeClosing, duly and validly executed and delivered by the Stockholder Representative and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each of the Stockholder Representative Documents when so executed and delivered will constitute, legal, valid and binding obligations of the Stockholder Representative enforceable against it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Stockholder Representative. (a) The Company (and pursuant Pursuant to the terms of the Company Stockholder Consent, each and without further act of the Company’s stockholders) irrevocably appoints the Stockholder Representative any Holder, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ has been appointed 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 as more fully described in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part this Section 10.15. 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. In the event of ▇▇. ▇▇▇▇▇▇'▇ death, resignation, incapacity, or inability to incur in connection with perform 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 duties of the Stockholder Representative as provided set forth in this Section 10.1 10.15, the Holders shall use their commercially reasonable efforts to promptly designate another Person as the acts a successor Stockholder Representative. By a writing signed by Holders who among them severally hold rights to receive at least a majority of the Company Stockholders amount then remaining in the Escrow Account to be distributed to the Holders, such signing Holders may remove and will not be liable in replace the Stockholder Representative at any manner whatsoever for time, and shall designate a successor Stockholder Representative upon any such removal or upon any of Parent or Merger Sub’s actions, the events described in the preceding sentence. Any such removal and designation shall become effective as applicable, taken or not taken to the successor Stockholder Representative when written notice of such designation shall have been delivered to such proposed successor Stockholder Representative (and accepted in reliance upon the acts or omissions or communications or writings given or executed writing) and a copy thereof received by the Stockholder RepresentativeRaven. (b) The Company’s stockholders agree that Stockholder Representative is hereby authorized, for and on behalf of the Holders and without inquiry of and without additional approval from the Holders, to: (i) employ and obtain the advice of legal counsel, accountants and other professional advisors and incur such agency other reasonable expenses on behalf of the Holders in connection with this Agreement and proxy are coupled the Escrow and Indemnity Agreement as the Stockholder Representative, in his or her sole discretion, deems necessary or advisable in the performance of his or her duties as the Stockholder Representative; (ii) initiate legal suits or other proceedings in the name of and on behalf of the Holders; (iii) receive all notices, communications and deliveries on behalf of the Holders under this Agreement and the Escrow and Indemnity Agreement and to receive and accept service of legal process in connection with an interestany suit or proceeding arising under this Agreement or the Escrow and Indemnity Agreement; (iv) take such action on behalf of the Holders as the Stockholder Representative may deem appropriate in respect of: (A) taking such action as the Stockholder Representative is authorized to take by this Agreement and the Escrow and Indemnity Agreement; (B) receiving all documents or certificates and making all determinations on behalf of the Holders required by this Agreement and the Escrow and Indemnity Agreement; (C) all such other matters as the Stockholder Representative may deem necessary or appropriate in connection with the administration of his or her duties under this Agreement and the Escrow and Indemnity Agreement and the transactions contemplated by this Agreement and the Escrow and Indemnity Agreement; (D) taking all such action as may be necessary after the Closing Date on behalf of the Holders to carry out any of the transactions contemplated by this Agreement or the Escrow and Indemnity Agreement and authorize any disbursements or payments out of the Accounting Expense Fund, the Escrow Account and the Stockholder Escrow Account; and (E) negotiate, compromise, settle, and are therefore irrevocable without resolve on behalf of the consent Holders any claim by Raven or Sub for indemnification against the Holders pursuant to the Escrow and Indemnity Agreement. (c) The appointment of the Stockholder Representative shall be deemed coupled with an interest and will survive shall be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any actions of the deathStockholder Representative as the acts of the Holders in all matters referred to in this Agreement and the Escrow and Indemnity Agreement. (d) The Stockholder Representative shall act for the Holders on all of the matters set forth in this Agreement and the Escrow and Indemnity Agreement in the manner the Stockholder Representative believes to be in the best interest of the Holders, incapacity, bankruptcy, dissolution but the Stockholder Representative shall not be responsible to any Holder for any loss or liquidation damage any Holder may suffer by reason of any Company’s stockholder. All decisions and actions the performance by the Stockholder Representative will be binding upon of his or her duties under this Agreement or the Company’s stockholdersEscrow and Indemnity Agreement, other than loss or damage arising from willful misconduct or bad faith in the performance of the Stockholder Representative's duties under this Agreement or the Escrow and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. Indemnity Agreement. (e) The Stockholder Representative will have no duties is authorized to act on behalf of the Holders notwithstanding any dispute or obligations hereunder except those specifically set forth herein disagreement among the Holders, and such duties any person shall be entitled to rely on any and obligations will be determined solely all action by the express provisions Stockholder Representative under this Agreement and the Escrow and Indemnity Agreement without liability to, or obligation to inquire of, any of this Agreement. the Holders. (f) The Stockholder Representative may resign at any time by giving notice to Raven, the Surviving Company and to the Holders (at their addresses last known to the Stockholder Representative), which resignation shall be effective upon the designation of a successor, the acceptance of the designation by such successor and the giving of notice thereof to Raven and the Surviving Company’s stockholders will . (g) Notwithstanding anything herein to the contrary, the Stockholder Representative shall treat all Holders in proportion to their respective contributions to the Escrow Account. (h) The Holders shall jointly and severally indemnify and hold harmless the Stockholder Representative from and against all Liabilities liabilities, losses, costs, damages or expenses (including attorneys' fees) reasonably incurred or suffered by the Stockholder Representative (including in connection with the performance any action brought or otherwise initiated by any Holder) arising out of his, her or its duties as the Stockholder Representative, including, without limitation, otherwise resulting from any action, suit action taken or proceeding omitted to which the Stockholder Representative is made a party be taken by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement or the Escrow and Indemnity Agreement. Neither , other than such liabilities, losses, costs, damages or expenses arising out of or resulting from the willful misconduct or bad faith of the Stockholder Representative. (i) Notwithstanding anything to the contrary herein or in the Escrow and Indemnity Agreement, (i) the Stockholder Representative nor is not authorized to, and shall not, accept on behalf of any agent employed Holder any consideration to which such Holder is entitled under this Agreement and (ii) the Stockholder Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of Company Stock now or hereafter owned of record or beneficially by any Holder unless the Stockholder Representative is expressly authorized to do so in a writing signed by such Holder. In all matters relating to this Agreement and the Escrow and Indemnity Agreement, the Stockholder Representative shall be the only party entitled to assert the rights of the Holders. Raven and the Escrow Agent shall be entitled to rely on all statements, representations, and decisions of the Stockholder Representative. (j) The Stockholder Representative has all requisite capacity and authority to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder Representative will incur any Liability to any Company stockholder relating to and, assuming the performance due authorization, execution and delivery of this Agreement by each other Party, constitutes a legal, valid and binding obligation of the Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought enforceable against the Stockholder Representative by any Company stockholder if in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar Laws affecting the Stockholder Representative took or omitted taking any action enforceability of creditors' rights generally, general equitable principles and the discretion of courts in good faithgranting equitable remedies. (ck) The Parties acknowledge and agree that this Section 10.15 is intended to confer rights and remedies upon Raven and Sub, and each of Raven and Sub shall be entitled to enforce provisions hereof, including the provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise10.15(i). (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

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 ▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 the opinions as finally determined by a court of competent jurisdiction, 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 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 Representative. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally Indemnifying Parties shall indemnify and hold harmless and defend the Stockholder Representative against all Liabilities incurred by the Stockholder Representative claims, losses and damages of any kind or nature whatsoever arising out of or in connection with the Stockholder Representative’s performance of hisany duty required or permitted pursuant to this Section 7.5, her except in the case of the Stockholder Representative’s fraud or its duties willful misconduct, as finally determined by a court of competent jurisdiction. In the event of the death, disability or resignation of ▇▇▇▇ ▇▇▇▇▇▇▇▇ as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the replacement Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time appointed by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4)Escrow Fund. In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred As soon as reasonably determined by the Stockholder Representative in connection with that the performance of hisRepresentative Expense Fund (or any portion thereof) is no longer required to be withheld, her or its duties as the Stockholder Representative shall be borne distribute the remaining Representative Expense Fund (if any) to Parent, and paid exclusively by promptly thereafter, Parent shall distribute such amount to the Company Stockholders, pursuant to Indemnifying Parties in accordance with their respective ownership 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 Stock Options who are not able to be paid via the Surviving Corporation’s payroll) and (on an as-converted basisii) immediately prior 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 Effective TimeSurviving Corporation’s payroll).

Stockholder Representative. (a) The Company (and pursuant to the terms Each of the Company Stockholder ConsentSellers hereby appoint DFB or its agents, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act successors or assigns as representative, agent, proxy their 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 terms of this Agreement (the “Stockholder Representative”). The Sellers further agree that the Stockholder Representative shall have the power to (a) receive all purposes notices and communications directed to the Sellers with respect to any claims, controversies, or disputes arising out of the terms of this Agreement 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 Sellers could act themselves, including the settlement or compromise of any dispute or controversy under this the indemnification provisions hereof, the Indemnity Escrow Agreement, the Merger Return Escrow Agreement or any other document entered into in connection herewith. The authority granted hereunder is deemed to be coupled with an interest. For purposes of clarity, the adoption of this Agreement by the Sellers constitutes approval of the appointment of DFB to serve as the Sellers’ representative on such indemnification matters and otherwise to have sole power with respect to the authorization of disbursements of funds from the Escrow Amounts to Buyer. 11.11 [***]. The [***] hereby [***] to the [***] the [***] of its [***] pursuant to the terms, and subject to the limitations, set forth in this Article 11. The [***] hereby [***] of [***] of any [***], any [***], [***] whatsoever in connection with the Contemplated Transactions[***] set forth in this Section 11.11. This [***] shall continue in full force and effect until [***] with respect to any [***] that are [***] herewith prior to the [***] of the [***] have been [***], includingat which time this [***] shall automatically expire and terminate. The [***] hereby covenant and agree with the [***] that the [***] shall at all times prior to the [***] of the [***], without limitationmaintain, in the aggregate, a [***] of not less than $[***]. [***] shall mean [***]; provided, however, that at any time after the [***] of the [***], the full power and authority on each [***] shall have the [***], by giving written notice thereof to the [***], to [***] one or more [***] as [***] hereunder if such Company Stockholder’s behalf to: [***] (i) receive notices or service satisfy the [***] set forth in the [***] as of process, the date of such [***] and (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, [***] a written [***] 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions form of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors 11.11. Upon any such [***] of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether [***] pursuant to a testamentary dispositionthe preceding sentence, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time [***] given by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative [***] so [***] shall be borne [***] and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time[***] or [***].

Stockholder Representative. (a) The Company (and pursuant By voting to approve the terms of Merger or accepting 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 AgreementMerger Consideration, the Merger and otherwise in connection with Stockholders shall AUTOMATICALLY BE DEEMED TO HAVE APPOINTED ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ AS THE REPRESENTATIVE AND ATTORNEY-IN-FACT OF THE STOCKHOLDERS OR STOCKHOLDER REPRESENTATIVE (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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same"). The Stockholder Representative will have no duties 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 hereunder except those specifically set forth herein arising from and such duties and obligations will be determined solely by the express provisions of taken pursuant to this Agreement. The Company’s stockholders Stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against be bound by all Liabilities incurred actions taken by the Stockholder Representative in connection with this Agreement or the performance Escrow Agreement, and Parent and the Company shall be entitled to rely on any action or decision of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will incur 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 Liability in respect of responsibility to determine the authenticity thereof), nor for any actionother action or inaction, claim except his own willful misconduct or proceeding brought against gross negligence. In all questions arising under this Agreement or the Escrow Agreement, the Stockholder Representative by any Company stockholder if may rely on the advice of counsel, and the Stockholder Representative took will not be liable to Stockholders for anything done, omitted or omitted taking any action suffered in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If faith by the Stockholder Representative shall die, become disabled based on such advice. The Stockholder Representative will not be required to take any action involving any expense unless the payment of such expense is made or otherwise be unable or unwilling provided for in a manner satisfactory to fulfill his, her or its responsibilities as agent him. At any time prior to the mailing of the Company’s stockholders, then a majority Proxy Statement in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for connection with the Company Stockholders. The Person serving as ' Meeting, the Stockholder Representative may be replaced changed by written notice to Parent from the board of directors of the Company. At any time to time by during the term of the Escrow Agreement, holders of a majority in interest of the Company Stockholders (based on the ownership Escrow Fund can appoint a new Stockholder Representative by written consent by sending notice and a copy of the Company Stock set forth on Schedule 1.4). In either case, the successor written consent appointing such new Stockholder Representative shall promptly notify Parent signed by holders of a majority in writing interest of the identity Escrow Fund to Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred consent is received by the Stockholder Representative in connection with the performance of his, her Parent or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to and the Effective TimeEscrow Agent.

Stockholder Representative. (a) The Company (By approving this Agreement and pursuant to the terms transactions contemplated hereby or by executing and delivering a letter of the Company Stockholder Consenttransmittal, without further act of any Stockholder, each of the Company’s stockholders) Stockholder shall have irrevocably appoints the authorized and appointed Stockholder Representative to act as such Person’s representative, agent, proxy exclusive agent and attorney-in-fact to act on behalf of such Person with respect to this Agreement and any agreement contemplated hereby or thereby and to take any and all actions and make any decisions required or permitted to be taken by Stockholder Representative pursuant to this Agreement or any agreement contemplated hereby or thereby, including the exercise of the power to (but in each case solely as the representative of the Stockholders): (i) give and receive notices and communications; (ii) take all actions necessary to authorize the offset of any payments payable by Parent pursuant to the CVR Agreement to the Stockholders in satisfaction of any amounts owed to Parent pursuant to Article 10; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Parent pursuant to Article 10; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article 10; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement or any agreement contemplated hereby or thereby; (vi) make all elections or decisions contemplated by this Agreement or any agreement contemplated hereby or thereby; (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist the Stockholder Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Stockholder Representative for the Company Stockholders for all purposes under this Agreementaccomplishment of the foregoing. Notwithstanding the foregoing, the Merger Stockholder Representative shall have no obligation to act on behalf of the Stockholders, except as expressly provided herein, and otherwise for purposes of clarity, there are no obligations of the Stockholder Representative in connection any ancillary agreement, schedule, exhibit or the applicable Schedules. After the Effective Time, Parent shall be entitled to deal exclusively with Stockholder Representative on all matters on behalf of the Contemplated TransactionsStockholders relating to this Agreement (including Article 10) and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder by Stockholder Representative, includingand on any other action taken or purported to be taken on behalf of any Stockholder by Stockholder Representative, without limitationas being fully binding upon such Person. After the Effective Time, notices or communications to or from Stockholder Representative shall constitute notice to or from each of the full power and authority on each such Company Stockholder’s behalf Stockholders. The Stockholder Representative shall be entitled to: (i) receive notices or service of processrely upon any signature believed by it to be genuine, and (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 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 Companyapplicable Stockholder or other party. Any decision or action by Stockholder Representative hereunder, including any agreement between Stockholder Representative and Parent relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Stockholders and shall be final, binding and conclusive upon each such Person and such Stockholder’s stockholders successors as if expressly confirmed and ratified in writing by such Stockholder. No Stockholder shall have the Company. The Company Stockholders acknowledge that Parent right to object to, dissent from, protest or otherwise contest the same and Merger Sub will each Stockholder waives any and all defenses which may be entitled available to conclusively rely uponcontest, without independent investigation, any act, notice, instruction negate or communication disaffirm the action of the Stockholder Representative as provided in taken under this Section 10.1 as Agreement. The provisions of this Section, including the acts power of attorney granted hereby, and the powers, immunities and rights to indemnification granted to the Stockholder Representative hereunder: (i) are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or more Stockholders or any other Person, or by operation of Law, whether by death, liquidation, bankruptcy, incompetence or other event, and (ii) shall survive the delivery of an assignment, whether permitted or not, by any Stockholder of the Company Stockholders and will not be liable whole or any fraction of his, her or its interest 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 RepresentativeCVRs. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of may resign at any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the sametime. The Stockholder Representative will have may be removed for any reason or no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely reason by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her vote or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders written consent of a majority in interest of the Company Stockholders (based on the ownership “Majority Holders”); provided, however, in no event shall Stockholder Representative be removed without the Majority Holders having first appointed a new Stockholder Representative who shall assume such duties immediately upon the removal of Stockholder Representative. In the event of the Company Stock set forth on Schedule 1.4). In either casedeath, the successor incapacity, resignation, dissolution or removal of Stockholder Representative, a new Stockholder Representative shall promptly notify Parent in writing be appointed by the vote or written consent of the identity Majority Holders. Notice of such successor vote or a copy of the written consent appointing such new Stockholder RepresentativeRepresentative shall be sent to Parent, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Parent; provided, that until such notice is received, Parent, Merger Sub, Secondary Merger Sub, the Surviving Corporation and the Surviving Company shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described in Section 11.1(a) above. Any such successor The immunities and rights to indemnification shall become survive the “resignation or removal of the Stockholder Representative” for purposes Representative and the Closing and/or any termination of this Agreement. (ec) All From time to time following the Effective Time, and for the purpose of funding any fees and expenses incurred by of the Stockholder Representative arising in connection with the performance administration of histhe Stockholder Representative’s duties under this Agreement or the CVR Agreement after the Effective Time, her or its duties as the Stockholder Representative shall, upon presentment to Parent of documented proof of such fees and expenses, be entitled to have such fees and expenses promptly reimbursed by Parent; provided, however, that the aggregate amount of such fees and expenses shall not exceed $600,000 (such amount, and less any disbursements therefrom, the “Stockholder Representative Expense Fund”). The Stockholder Representative Expense Fund shall be offset against any amounts that may be payable pursuant to the terms of the CVR Agreement. In the event that the Stockholder Representative Expense Amount shall be insufficient to satisfy the expenses of the Stockholder Representative, and in the event there are any payments payable under the CVR Agreement, the Stockholder Representative shall be borne and paid exclusively by entitled to recover any such expenses from Parent, which amount will be offset against any amounts payable under the Company Stockholders, CVR Agreement. Any balance of the Stockholder Representative Expense Fund not used for such purposes following the expiration of any rights pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior Article 10 herein shall be paid to the Effective TimeStockholders in accordance with the terms of the CVR Agreement, if any payments are due. For the avoidance of doubt, in no event shall Parent or Surviving Corporation be responsible for any expenses of the Stockholder Representative except from the Stockholder Representative Expense Fund. (d) The Stockholder Representative (together with its members, managers, directors, officers, contractors, agents and employees) shall not be liable to Parent, the Stockholders or any other Person for actions taken or omitted in connection with this Agreement, the CVR Agreement or any other agreements contemplated hereby or thereby while acting in good faith, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, willful misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Stockholder Representative shall be conclusive evidence of good faith). Parent and the Stockholders acknowledge that the Stockholder Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties and shall be entitled to resign without any further obligation or responsibility in the event that insufficient funds are available to it to effectively perform its responsibilities and obligations hereunder and under the CVR Agreement and any other agreements contemplated hereby or thereby.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Each Stockholder Consenthereby irrevocably designates Scripps Ventures II, each of the Company’s stockholders) irrevocably appoints LLC as the Stockholder Representative to act and, in such capacity, as such Stockholder’s representative, agent, proxy agent and attorney-in-fact for the Company Stockholders for all purposes under of this Agreement and the Escrow Agreement, and through whom all actions on behalf of such Stockholder relating to Section 1.2 and Articles VII and VIII of this Agreement and 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 Escrow Agreement, (iii) execute including those acts as are required, authorized or contemplated by Article VII with respect to a claim or the settlement or defense thereof, shall be made or directed, 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 hereby acknowledge that the Stockholder Representative has incurred or reasonably expects shall be the only person authorized to incur in connection with the Company stockholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts take any action so 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 CompanyStockholders. Each Stockholder agrees to the following provisions in this Section 8.1 pertaining to the Stockholder Representative and further agrees that such Stockholder shall be bound by any and all actions taken by the Stockholder Representative on such Stockholder’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will behalf. (b) Buyer shall be entitled to conclusively rely upon, without independent investigation, upon 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without Representative as being on behalf of all of the consent of Stockholders. All notices to be sent to any Stockholder pursuant to this Agreement or the Escrow Agreement shall be addressed to the Stockholder Representative and will survive any notice so sent shall be deemed notice to each Stockholder hereunder and thereunder. (c) The Stockholder Representative shall have full power in the deathStockholders’ names and on their behalf to act according to the terms of this Agreement and the Escrow Agreement in the absolute discretion of the Stockholder Representative; and in general to do all things and to perform all acts deemed necessary or advisable, incapacityincluding executing and delivering all agreements, bankruptcycertificates, dissolution receipts, instructions and other instruments contemplated by or liquidation in connection with this Agreement or the Escrow Agreement and consenting to, paying, contesting, arbitrating, litigating or settling any claim or alleged claim asserted hereunder. This power of attorney and all authority hereby conferred is granted coupled with the interest of the parties hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any Company’s stockholderStockholder or by operation of law, whether by death or other event. (d) The Stockholder Representative shall not be personally liable for damages, losses or expenses arising from its actions as Stockholder Representative, except for gross negligence or willful misconduct on the part of the Stockholder Representative. All decisions The Stockholder Representative shall not incur any liability arising from its actions as Stockholder Representative for (i) any act or failure to act taken or omitted in good faith, (ii) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement or the Escrow Agreement, that he shall in good faith believe to be genuine, or with respect to which he in good faith reasonably believes to be authorized or within the rights or powers conferred upon it by this Section 8.1, or (iii) forgeries, fraud, impersonations by any other person, or determining the scope of any representative authority. In addition, the Stockholder Representative may consult with its internal or external legal counsel in connection with its duties as Stockholder Representative under this Agreement and actions the Escrow Agreement and shall be fully protected in any act taken, suffered or permitted by it in good faith in accordance with the advice of counsel, and such advice of counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by it in such capacity and good faith and in accordance with such opinion of counsel. The Stockholder Representative shall not be responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement or the Escrow Agreement. The Stockholder Representative shall not be responsible to the other Stockholders for any misconduct or negligence on the part of any agent or attorney appointed with reasonable care by it, and the Stockholder Representative shall be entitled to receive reimbursement for any and all expenses incurred by it in connection with obtaining any assistance hereunder in such capacity. (e) If any controversy arises among the parties to this Agreement or the Escrow Agreement or with any other party, concerning the subject matter of this Section 8.1, its terms or conditions, the Stockholder Representative will not be binding upon required to determine the Company’s stockholders, and no Company stockholder will have the right controversy or to object, dissent, protest or otherwise contest the same. The take any action regarding it. (f) Each Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally shall indemnify and hold harmless the Stockholder Representative against and shall share (as specified in Column 5 of Schedule A) any and all Liabilities losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and attorneys’ fees, including any attorneys’ fees of the Stockholder Representative) which the Stockholder Representative may incur or which may be imposed on it in connection with the performance of its duties under this Agreement or the Escrow Agreement, including any litigation arising from this Agreement or the Escrow Agreement, but not including losses, claims, damages, liabilities or expenses arising out of gross negligence or willful misconduct on the part of the Stockholder Representative. Each Stockholder acknowledges that it is responsible for its share (as specified in Column 5 of Schedule A) of the expenses that may be incurred by the Stockholder Representative in connection with carrying out its obligations under this Agreement and that an aggregate of $200,000 is being deducted from the performance Purchase Price to provide funds to cover the initial expenses of histhe Stockholder Representative. Any remaining funds advanced to the Stockholder Representative for expenses shall be returned to the Stockholders at such time as the Stockholder Representative determines to be appropriate. In the event that additional amount is, her in the Stockholder Representative’s reasonable determination, required to cover expenses of the Stockholder Representative in carrying out its obligations under this Agreement, the Stockholders shall pay such amount to the Stockholder Representative based on the allocation set forth in Column 5 of Schedule A within five business days upon the written request of the Stockholder Representative. (g) The Stockholder Representative may resign at any time upon giving at least twenty (20) days’ written notice to the Stockholders and Buyer; provided, however, that no such resignation shall become effective until the appointment of a successor Stockholder Representative which shall be accomplished as follows: The resigning Stockholder Representative and the Stockholders shall use their best efforts to mutually agree on a successor within 20 days after receiving such notice. If they fail to agree upon a successor within such time, the Stockholder Representative shall have the unilateral right to appoint a successor. Upon the death, resignation or its duties as inability of the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed vacancy thereby occurring shall be filled by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance appointment of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative a successor named by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on Stockholders, and such successor shall execute a written consent to act as Stockholder Representative, under the ownership terms of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholdersthis Agreement. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either caseUpon such appointment, the successor predecessor Stockholder Representative shall promptly notify Parent in writing be discharged from any further duties and liability under this Agreement and the Escrow Agreement, except for obligations or liabilities arising by reason of prior gross negligence or willful misconduct on the part of the identity of such successor Stockholder Stockholders Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (eh) All expenses incurred by Notwithstanding anything to the contrary herein, each Indemnified Person shall deal exclusively with the breaching Stockholder and not with the Stockholder Representative in connection with any matter described in Sections 7.2(b) or 7.2(c) or any matter involving actual fraud by a Stockholder. No Indemnified Person shall have any Claims against the performance of his, her or its duties as Stockholder Representative shall or be borne and paid exclusively entitled to rely upon the Stockholder Representative’s action or inaction in connection with any matter described in Sections 7.2(b) or 7.2(c) or any matter involved actual fraud by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Timea Stockholder.

Stockholder Representative. (a) The Company ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (and pursuant to the terms of “Stockholder Representative”) has been appointed as the Company Stockholder Consent, each of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act as representative, agent, proxy agent and attorney-in-fact for and on behalf of the persons who were participants in the Company’s Special Incentive Plan or Management Bonus Plan or who were stockholders, or holders of options or warrants of the Company Stockholders prior to the Effective Time (collectively, the “Recipients”), to give and receive notices and communications, to authorize delivery or payment to holders of Dissenting Shares or to Parent of cash and/or Parent Shares in the Escrow Account in satisfaction of claims, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for all purposes under the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Notwithstanding the foregoing, the Merger and otherwise Stockholder Representative shall have no authority to bind GE Capital Equity Investments, Inc. (“GE Equity”) in connection with the Contemplated Transactionssettlement of any matter involving an admission of any wrongdoing by, includingor that is reasonably likely to otherwise adversely affect the reputation of, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices GE Equity 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 affiliate thereof. 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 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 shall not be liable in any manner whatsoever receive compensation 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 Representativeits services. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interestStockholder Representative shall not be liable to the Recipients or Parent for any act done or omitted hereunder or under the Escrow Agreement as the Stockholder Representative while acting in good faith. A decision, and are therefore irrevocable without the act, consent or instruction of the Stockholder Representative pursuant to this Agreement or under the Escrow Agreement shall be final, binding and will survive conclusive upon the deathRecipients and the Escrow Agent, incapacityand Parent may rely upon any such decision, bankruptcyact, dissolution consent or liquidation instruction of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon as being the Company’s stockholdersdecision, and no Company stockholder will have act, consent or instruction of the right to object, dissent, protest or otherwise contest the sameRecipients. The Stockholder Representative will have no duties Escrow Agent and Parent are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions instruction of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact provided that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action they acted in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

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 ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ 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 with the Contemplated Transactionsherewith or therewith, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: (i) receive notices or service including but not limited to any dispute arising under Section 2.10 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 all actions taken by the Stockholder Representative deems necessary pursuant to the foregoing appointment and authority shall be binding upon each Stockholder and his successors as if expressly ratified and confirmed in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the writing by each Stockholder. Each 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 further agrees that the Stockholder Representative has incurred shall have the power to (a) receive all notices and communications directed to the Stockholder Representative or reasonably expects to incur in connection with the Company stockholders’ obligations under with respect to any claims, controversies, or disputes arising out of the terms of this Agreement, the Merger Parent Note and otherwise 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 Contemplated Transactionsforegoing appointment and authority as it may deem appropriate as effectively as the Company could act itself, including amounts required to pay the fees and expenses settlement or compromise of professionals incurred in connection with any dispute or controversy under the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’s stockholders and the Companyindemnification provisions hereof. The Company Stockholders acknowledge that Parent and Merger Sub will authority granted hereunder is deemed to be entitled coupled with an interest. Buyer shall have the right to conclusively rely upon, without independent investigation, on any act, notice, instruction actions taken or communication of omitted to be 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 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. (b) inquiry. The Company’s stockholders Stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive shall have no liability to the deathStockholders for any loss, incapacity, bankruptcy, dissolution damage or liquidation Liability which they may incur as a result of any Company’s stockholder. All decisions action taken in good faith hereunder, and actions by the Stockholders severally agree to indemnify and hold the Stockholder Representative will be binding upon the Company’s stockholdersfree and harmless against any and all loss, and no Company stockholder will have the right to object, dissent, protest damage or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless Liability which the Stockholder Representative against all Liabilities incurred by the Stockholder Representative may sustain as a result of any action taken in connection with the performance of his, her or its duties as the Stockholder Representativegood faith hereunder, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithlegal fees and expenses. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Stockholder ConsentW▇▇▇▇▇ ▇▇▇▇, 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, an individual residing in the absence State of bad faith on the part of the California, shall be constituted and appointed as agent ("Stockholder Representative, will be entitled to conclusively rely on the opinions ") for 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 Holders to give and receive notices and communications, to authorize delivery to the Company. The Company Stockholders acknowledge that Parent Acquiror of cash from the Escrow Cash in satisfaction of claims by the Acquiror, to object to such deliveries to make claims on behalf of the Holders pursuant to Section 8.5 hereof, to agree to, negotiate, enter into settlements and Merger Sub will be entitled compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to conclusively rely uponsuch claims, without independent investigation, any act, notice, instruction and to take all actions necessary or communication appropriate in the judgment of the Stockholder Representative as provided in this Section 10.1 as for the acts accomplishment 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. (b) The Company’s stockholders agree that such foregoing. Such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time changed by the holders of a majority in interest of the Company Stockholders (based on Escrow Fund from time to time upon not less than 10 days' prior written notice to the ownership Acquiror. No bond shall be required of the Company Stock set forth on Schedule 1.4). In either caseStockholder Representative, and the successor Stockholder Representative shall promptly notify Parent in writing receive no compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this AgreementHolders. (eb) All expenses incurred by The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Holders shall severally indemnify and hold the Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholder Representative and arising out of or in connection with the performance acceptance or administration of hishis duties hereunder. (c) A decision, her act, consent or its duties as instruction of the Stockholder Representative shall constitute a decision of all of the Holders for whom cash otherwise payable to them is deposited in the Escrow Cash and shall be borne final, binding and paid exclusively conclusive upon each such Holder, and the Escrow Agent and the Acquiror may rely upon any decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of each and every such Holder. The Escrow Agent and the Acquiror are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeStockholder Representative.

Stockholder Representative. (a) The Company (and pursuant Stockholder Representative hereby represent and warrant that Stockholder Representative has, prior to the terms of the Company Stockholder Consentdate hereof, each of the Company’s stockholders) been irrevocably appoints the Stockholder Representative authorized and appointed to act as representative, agent, proxy Stockholder Representative as the Stockholders’ representative and attorney-in-fact for the Company Stockholders for to act on behalf of such Persons with respect to this Agreement and to take any and all purposes under actions and make any decisions required or permitted to be taken by Stockholder Representative pursuant to 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: : (i) give and receive notices or service of process, and communications; (ii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders or otherwise handle any other matters described herein; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Parent pursuant to Article VII and Article IX; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VII and take any other action permitted or called for by any Company stockholder under this Agreement, Article IX; (iiiv) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any terminationAncillary Document; (vi) make all elections or decisions contemplated by this Agreement and any Ancillary Document; (vii) engage, amendment employ or waiver appoint any agents or representatives (including attorneys, accountants and consultants) to assist Stockholder Representative in complying with its duties and obligations; and (viii) take all actions necessary or appropriate in the good faith judgment of Stockholder Representative for the accomplishment of the foregoing. Parent shall be entitled to deal exclusively with Stockholder Representative on all matters relating to this Agreement in connection therewith, (ivincluding Article IX) engage such counsel, experts and other agents and consultants as the shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of the by Stockholder Representative, will and on any other action taken or purported 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 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 taken on behalf of the Company’s stockholders and the Companyany Stockholder by Stockholder Representative, as being fully binding upon such Person. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled Notices or communications to conclusively rely upon, without independent investigation, any act, notice, instruction or communication from Stockholder Representative shall constitute notice to or from each of the Stockholders. Any decision or action by Stockholder Representative as provided in this Section 10.1 as the acts of the Company Stockholders and will not be liable in hereunder, including 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the agreement between Stockholder Representative and will survive Parent relating to the deathdefense, incapacity, bankruptcy, dissolution payment or liquidation settlement of any Company’s stockholderclaims for indemnification hereunder, shall constitute a decision or action of all Stockholders and shall be final, binding and conclusive upon each such Person. All decisions and actions by the No Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly Section, including the power of attorney granted hereby, are independent and severally indemnify severable, are irrevocable and hold harmless the Stockholder Representative against all Liabilities incurred coupled with an interest and shall not be terminated by the Stockholder Representative in connection with the performance any act of hisany one or Stockholders, her or its duties as the Stockholder Representativeby operation of Law, including, without limitation, any action, suit whether by death or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. other event. (b) The Stockholder Representative will have no Liability in respect of may resign at any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trusteestime, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time removed for any reason or no reason by the holders vote or written consent of a majority in interest of the Company Stockholders according to each Stockholder’s Pro Rata Share (based on the ownership of the Company Stock set forth on Schedule 1.4“Majority Holders”). In either case; provided, the successor however, in no event shall Stockholder Representative resign or be removed without the Majority Holders having first appointed a new Stockholder Representative who shall promptly notify Parent in writing assume such duties immediately upon the resignation or removal of the identity of such successor Stockholder Representative. Any such successor shall become In the “event of the death, incapacity, resignation or removal of Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as a new Stockholder Representative shall be borne and paid exclusively appointed by the Company Stockholdersvote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to Parent, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Parent; provided, that until such notice is received, Parent, Merger Sub and the Surviving Corporation shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described in Section 11.01(a) above. (c) The Stockholder Representative shall not be liable to the Stockholders for actions taken pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior this Agreement, except to the Effective Timeextent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by Stockholder Representative shall be conclusive evidence of good faith). The Stockholders shall severally and not jointly (in accordance with their Pro Rata Shares), indemnify and hold harmless Stockholder Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with its activities as Stockholder Representative under this Agreement.

Stockholder Representative. (a) The Company (By approving this Agreement and pursuant to the terms transactions contemplated hereby or by executing and delivering a Letter of the Company Stockholder ConsentTransmittal or an Option Termination Agreement, each of Stockholder or Optionholder, as the Company’s stockholders) case may be, shall have irrevocably appoints the authorized and appointed Stockholder Representative to act as representative, agent, proxy such Person’s representative and attorney-in-fact for to act on behalf of such Person with respect to this Agreement and the Company Stockholders for Escrow Agreement and to take any and all purposes under actions and make any decisions required or permitted to be taken by the Stockholder Representative pursuant to this Agreement or 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: : (i) give and receive notices or service of process, and communications; (ii) authorize delivery to Parent of cash from the Indemnification Escrow Fund in satisfaction of claims for indemnification made by Parent pursuant to Article VI and Article VIII; (iii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders or otherwise handle any other matters described in Section 2.17; (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Parent pursuant to Article VI and Article VIII; (v) litigate, arbitrate, resolve, settle or compromise any claim for indemnification pursuant to Article VI and take any other action permitted or called for by any Company stockholder under this Agreement, Article VIII; (iiivi) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any terminationAncillary Document (including the Escrow Agreement); (vii) make all elections or decisions contemplated by this Agreement and any Ancillary Document (including the Escrow Agreement); (viii) engage, amendment employ or waiver appoint any agents or representatives (including attorneys, accountants and consultants) to assist the Stockholder Representative in complying with its duties and obligations; and (ix) take all actions necessary or appropriate in the good faith judgment of the Stockholder Representative for the accomplishment of the foregoing. Parent shall be entitled to deal exclusively with the Stockholder Representative on all matters relating to this Agreement in connection therewith, (ivincluding Article VIII) engage such counsel, experts and other agents and consultants as the shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of or Optionholder by the Stockholder Representative, will and on any other action taken or purported 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 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 taken 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 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 Optionholder by the Stockholder Representative. (b) The Company’s stockholders agree that , as being fully binding upon such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of Person. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders and will survive Optionholders. Any decision or action by Stockholder Representative hereunder, including any agreement between Stockholder Representative and Parent relating to the deathdefense, incapacity, bankruptcy, dissolution payment or liquidation settlement of any Company’s stockholderclaims for indemnification hereunder, shall constitute a decision or action of all Stockholders and Optionholders and shall be final, binding and conclusive upon each such Person. All decisions and actions by the No Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will or Optionholder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or Stockholders or Optionholders, or by operation of Law, whether by death or other event. (b) The Stockholder Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of a majority in interest of the Stockholders and Optionholders according to each Stockholder’s and Optionholder’s Pro Rata Share (the “Majority Holders”); provided, however, in no event shall the Stockholder Representative resign or be removed without the Majority Holders having first appointed a new Stockholder Representative who shall assume such duties immediately upon the resignation or removal of the Stockholder Representative. In the event of the death, incapacity, resignation or removal of the Stockholder Representative, a new Stockholder Representative shall be appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to Parent, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Parent; provided, that until such notice is received, Parent, Merger Sub and the Surviving Corporation shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described in Section 10.01(a) above. (c) The Stockholder Representative shall not be liable to the Stockholders and Optionholders for actions taken pursuant to this Agreement or the Escrow Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by the Stockholder Representative shall be conclusive evidence of good faith). The Company’s stockholders will Stockholders and Optionholders shall severally and not jointly and severally (in accordance with their Pro Rata Shares), indemnify and hold harmless the Stockholder Representative against from and against, compensate it for, reimburse it for and pay any and all Liabilities incurred by the Stockholder Representative losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting activities as the Stockholder Representative under this Agreement. Neither Agreement and the Escrow Agreement (the “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Representative Loss or any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of reimburse the Company’s stockholders, then a majority in interest of Stockholders and Optionholders the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity amount of such successor Stockholder Representative. Any indemnified Representative Loss attributable to such successor shall become the “Stockholder Representative” for purposes of this Agreementgross negligence, fraud, intentional misconduct or bad faith. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (Each holder of Kino's Membership Interests who has approved the Merger and pursuant to received Merger Shares will have irrevocably authorized and appointed the terms chief executive officer of the Company Surviving Corporation (the "Stockholder ConsentRepresentative"), each with full power of the Company’s stockholders) irrevocably appoints the Stockholder Representative to act substitution and resubstitution, as representative, agent, proxy such stockholder's representative and true and lawful attorney-in-fact for and agent to execute in the Company Stockholders for all purposes under this Agreementname and on behalf of such stockholder the Escrow Agreement and any other agreement, the Merger and otherwise certificate, instrument or document to be delivered by such stockholder in connection with the Contemplated Transactions, including, without limitation, Escrow Agreement. (b) The Stockholder Representative will not be liable for any act done or omitted hereunder or under 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 Escrow Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Stockholder Representative deems necessary while acting in connection with exercising the powers granted hereunder and, good faith and in the absence exercise of reasonable judgment. The stockholders on whose behalf the Kino Escrow Shares and Modavox Escrow Shares were contributed to the Escrow will indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith 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 acceptance or administration of the Stockholder Representative's duties hereunder and under this the Escrow Agreement, including the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the reasonable fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company’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 legal counsel retained by the Stockholder Representative. (bc) The Company’s stockholders agree that such agency and proxy are coupled with an interestA decision, and are therefore irrevocable without the act, consent or instruction of the Stockholder Representative will constitute a decision of the stockholders on whose behalf the Kino Escrow Shares and Modavox Escrow Shares were contributed and will survive be final, binding and conclusive upon such stockholders; and the deathEscrow Agent and the Indemnitee (as defined in Section 7.4) may rely upon any such decision, incapacityact, bankruptcy, dissolution consent or liquidation instruction of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon as being the Company’s decision, act, consent or instruction of such stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties Escrow Agent and the Indemnitee are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions instruction of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.ARTICLE 3

Stockholder Representative. (a) The Company (By approving this Agreement and the transactions contemplated hereby, by executing and delivering a Letter of Transmittal, or by the acceptance of consideration paid pursuant to the terms of the Company Stockholder Consentthis Agreement, each of the Company’s stockholders) Stockholder and Optionholder has irrevocably appoints authorized and appointed the Stockholder Representative to act as representative, agent, proxy such Person’s representative and attorney-in-fact for the Company Stockholders for all purposes under to act on behalf of such Person with respect to this Agreement, the Merger Escrow Agreement and otherwise in connection with any other agreements ancillary hereto and to take any and all actions and make any decisions required or permitted to be taken by the Contemplated Transactions, including, without limitationStockholder Representative pursuant to this Agreement, the full Escrow Agreement or any other agreements ancillary hereto, including the exercise of the power and authority on each such Company Stockholder’s behalf to: : (i) give and receive notices or service of process, and communications; (ii) authorize delivery to Parent of cash from the Escrow Fund in satisfaction of claims for indemnification made by Parent pursuant to Article IX; (iii) agree to, negotiate, determineenter into settlements and compromises of, compromiseand comply with orders or otherwise handle any other matters described in Section 2.7; (iv) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification made by Parent pursuant to pursuant to Article IX; (v) litigate, arbitrate, resolve, settle and take or compromise any other action permitted or called claim for by any Company stockholder under this Agreement, indemnification pursuant to pursuant to Article IX; (iiivi) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any terminationancillary document (including the Escrow Agreement and the Payments Agreement); (vii) make all elections or decisions contemplated by this Agreement and any ancillary document (including the Escrow Agreement and the Payments Agreement); (viii) engage, amendment employ or waiver appoint any agents or representatives (including attorneys, accountants and consultants) to assist the Stockholder Representative in complying with its duties and obligations; and (ix) take all actions necessary or appropriate in the good faith judgment of the Stockholder Representative for the accomplishment of the foregoing. Parent shall be entitled to deal exclusively with the Stockholder Representative on all matters relating to this Agreement in connection therewith, (ivincluding Article IX) engage such counsel, experts (except with respect to Parent’s collection of funds from the Stockholders and other agents Optionholders directly) and consultants as the shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder Representative deems necessary in connection with exercising the powers granted hereunder and, in the absence of bad faith on the part of or Optionholder by the Stockholder Representative, will and on any other action taken or purported 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 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 taken 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 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 Optionholder by the Stockholder Representative. (b) The Company’s stockholders agree that , as being fully binding upon such agency Person. After the Closing, notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Stockholders and proxy are coupled with an interestOptionholders. Any decision or action by the Stockholder Representative hereunder, and are therefore irrevocable without the consent of including any agreement between the Stockholder Representative and will survive Parent relating to the deathdefense, incapacity, bankruptcy, dissolution payment or liquidation settlement of any Company’s stockholderclaims for indemnification hereunder, shall constitute a decision or action of all Stockholders and Optionholders and shall be final, binding and conclusive upon each such Person. All decisions and actions by the No Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will or Optionholder shall have the right to objectobject to, dissentdissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or more Stockholders or Optionholders, or by operation of Law, whether by death or other event. (b) The Stockholder Representative may resign at any time upon twenty (20) days prior written notice to Parent. The Stockholder Representative may be removed for any reason or no reason by the vote or written consent of the Stockholders who held a majority of the shares of the Company Capital Stock immediately prior to the Effective Time (the “Majority Holders”); provided, however, in no event shall the Stockholder Representative be removed without the Majority Holders having first appointed a new Stockholder Representative who shall assume such duties immediately upon the removal of the Stockholder Representative. If the Stockholder Representative resigns, the Majority Holders shall appoint a successor within twenty (20) days of such notice of resignation. In the event of the death, incapacity, resignation or removal of the Stockholder Representative, a new Stockholder Representative shall be appointed by the vote or written consent of the Majority Holders. Notice of such vote or a copy of the written consent appointing such new Stockholder Representative shall be sent to Parent, such appointment to be effective upon the later of the date indicated in such consent or the date such notice is received by Parent; provided, that until such notice is received, Parent, Merger Sub and the Surviving Corporation shall be entitled to rely on the decisions and actions of the prior Stockholder Representative as described in Section 10.14(a) above (c) The Stockholder Representative will have incur no duties liability of any kind with respect to any action or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred omission by the Stockholder Representative in connection with its services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Stockholder Representative’s gross negligence or willful misconduct. The Stockholder Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Stockholders and Optionholders will indemnify, defend and hold harmless the Stockholder Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Stockholder Representative’s execution and performance of histhis Agreement and any agreements ancillary hereto, her in each case as such Representative Loss is suffered or its duties as incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason will reimburse the Stockholders and Optionholders the amount of such indemnified Representative Loss to the fact that extent attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholder Representative is or was acting as by the Stockholder Stockholders and Optionholders, any such Representative under this Agreement. Neither the Stockholder Representative nor any agent employed Losses may be recovered by the Stockholder Representative will incur from (i) the funds in the Holdback Account and (ii) the amounts in the Escrow Fund at such time as any Liability to any Company stockholder relating such remaining amounts would otherwise be distributable to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any actionStockholders and Optionholders; provided, claim or proceeding brought against that while this section allows the Stockholder Representative by any Company stockholder if to be paid from the aforementioned sources of funds, this does not relieve the Stockholders and Optionholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholder Representative took from seeking any remedies available to it at law or omitted taking any action in good faith. (c) The provisions otherwise. In no event will the Stockholder Representative be required to advance its own funds on behalf of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, Stockholders and successors of each Company Stockholder, and any references Optionholders or otherwise. Notwithstanding anything in this Agreement to a “Company Stockholder” means and includes the successors contrary, any restrictions or limitations on liability or indemnity obligations of the Stockholders or Optionholders set forth elsewhere in this Agreement are not intended to such Person’s rights hereunder, whether pursuant be applicable to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If indemnities provided to the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholdersthis section. The Person serving as foregoing indemnities will survive the Closing, the resignation or removal of the Stockholder Representative may be replaced from time to time by or the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes termination of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (and pursuant to the terms of the Company Each Selling Stockholder Consent, each of the Company’s stockholders) hereby irrevocably appoints ▇▇▇▇ ▇. ▇▇▇▇▇▇ (the “Stockholder Representative to act Representative”) as such Selling Stockholder’s representative, agent, proxy and attorney-in-fact for and agent, with full power of substitution to act in the Company name, place and stead of such Selling Stockholder with respect to the transfer of such Selling Stockholder’s Shares to Purchaser in accordance with the terms and provisions of this Agreement and to act on behalf of such Selling 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 such Stockholder Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Selling Stockholders for to consummate the transactions contemplated by this Agreement; (ii) to negotiate, execute and deliver all purposes ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement (it being understood that such Selling Stockholder shall execute and deliver any such documents which the Stockholder Representative agrees to execute); (iii) to terminate this Agreement if the Selling Stockholders are entitled to do so; (iv) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with the any claims under this Agreement, the Merger and otherwise including service of process in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Stockholder’s behalf to: arbitration; and (iv) receive notices or service of process, (ii) negotiate, determine, compromise, settle and to take any other action permitted or called for by any Company stockholder all actions which under this Agreement, (iii) execute Agreement may be taken by the Selling Stockholders and deliver to do or refrain from doing any termination, amendment further act or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as deed on behalf of the Selling Stockholder which the Stockholder Representative deems necessary or appropriate in connection with exercising his sole discretion relating to the powers granted hereunder and, in the absence subject matter of bad faith on the part of the this Agreement as fully and completely as such Selling 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 Representativecould do if personally present. (b) The Company’s stockholders agree that If ▇▇▇▇ ▇. ▇▇▇▇▇▇ becomes unable to serve as Stockholder Representative, ▇▇▇▇▇▇ ▇. Cuming, or such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent other Person or Persons as may be designated by a majority of the Stockholder Representative and will survive the deathSelling Stockholders, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties shall succeed as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

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 appointed as representative, agent, proxy agent and attorney-in-fact (the “Stockholder Representative”) for the Company Stockholders for all purposes under this Agreementeach Stockholder, 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) to give and receive notices or service of processand communications to Parent and Acquisition Corp. for any purpose under this Agreement and the Additional Agreements, (ii) to agree to, negotiate, determine, compromise, settle enter into settlements and take compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third Party Claims) under Section 11.1 or other action permitted disputes arising under or called for by any Company stockholder under related to this Agreement, (iii) execute to enter into and deliver any termination, amendment or waiver to this the Escrow Agreement in connection therewithon behalf of each of the Stockholders, (iv) engage such counselto authorize or object to delivery to Parent, experts Acquisition Corp. and the Surviving Corporation of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by Parent, Acquisition Corp. and the Surviving Corporation in accordance with the provisions of the Escrow Agreement, (v) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the Notes, the Warrants, the Guaranty, the Intercreditor Agreement and any other agents document or instrument executed in connection with the Agreement and consultants as the Merger and (vi) to take all actions necessary or appropriate in the judgment of the Stockholder Representative deems necessary in connection with exercising for the powers granted hereunder accomplishment of the foregoing. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Parent, the Acquisition Corp. and, if after the Effective Time, the Surviving Corporation, provided, however, that the Stockholder Representative may not be removed unless holders of at least 51% of all of the Company Preferred Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the absence position of Stockholder Representative may be filled by approval of the holders of at least 51% of all of the Company Preferred Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholder Representative shall not be effective until written notice is delivered to Parent. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from the Stockholders. The Stockholder Representative shall not be liable for any act done or omitted hereunder while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent or instruction of the Stockholder Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. In order to aid the Stockholder Representative in the performance of his duties hereunder, the Stockholders shall contribute at Closing the amount of One Hundred Thousand ($100,000) Dollars (the “Expense Fund”) from the Closing Payment, on a pro rata basis, to a fund to be established by the Stockholder Representative to cover the costs and expenses that may be incurred by the Stockholder Representative. Upon the cessation of his duties hereunder, any amount in the Expense Fund shall be returned to the Stockholders on a pro rata basis. The Stockholders shall severally indemnify the Stockholder Representative and hold him harmless against any loss, liability, or expense incurred without gross negligence or bad faith 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 this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses acceptance or administration 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 Companyhis duties hereunder. 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 Notwithstanding anything 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating 14.13 to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any actioncontrary, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall diehave no obligation or authority with respect to any indemnification claims against a Stockholder made by Parent, become disabled Acquisition Corp. or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this AgreementSurviving Corporation under Section 11.2. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.

Stockholder Representative. (a) The Company (By the execution and pursuant to the terms delivery of the Company Stockholder Consentthis Agreement, including counterparts thereof, each of Stockholder hereby irrevocably constitutes and appoints LD Stockholder Representative, LLC (the Company’s stockholders) irrevocably appoints “Stockholder Representative”), and the Stockholder Representative to act ▇▇▇▇▇▇ accepts such appointment, as representative, the true and lawful agent, proxy and attorney-in-fact for of such Stockholder with full powers of substitution to act in the Company Stockholders for 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 act for such Stockholder, if applicable, with respect to all indemnification matters referred to herein, including the right to compromise or service settle any such claim on behalf of process, such Stockholder; (ii) negotiateexecute the Escrow Agreement on behalf of each Stockholder and act for such Stockholder with respect to the Escrow Amount (including giving any instructions to the Escrow Agent, determineon behalf of the Stockholders, compromise, settle and take to pay from the Escrow Fund any other action permitted amounts owed by or called for by any Company stockholder under this Agreement, to the Stockholders); (iii) execute and deliver in its sole discretion, on behalf of the Stockholders, amend or waive any termination, amendment or waiver to this Agreement provision hereof in connection therewith, any manner; (iv) engage such counselemploy, experts obtain and rely upon the advice of legal counsel (including Ropes & Gray LLP), accountants and other agents professional advisors as the Stockholder Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of the Stockholder Representative; (v) act for such Stockholder with respect to all Aggregate Closing Consideration matters and consultants as any other amounts payable to the Stockholders hereunder or in connection with any Ancillary Documents, including any adjustments thereto; (vi) incur any expenses, liquidate and 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 or other Liabilities, and pay such expenses or deposit the same in connection with exercising an interest-bearing bank account established for such purpose; (vii) receive all notices, service of process, communications and deliveries hereunder on behalf of such Stockholder; and (viii) do or refrain from doing any further act or deed on behalf of such Stockholder that the powers granted hereunder andStockholder Representative deems necessary or appropriate, in the absence sole discretion of the Stockholder Representative, relating to the subject matter hereof as fully and 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. (b) The appointment of the Stockholder Representative shall be deemed coupled with an interest and shall be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholder Representative as the act of each Stockholder in all matters referred to herein. (c) In the event the Stockholder Representative resigns or ceases to function in such capacity for any reason whatsoever, then the successor Stockholder Representative shall be the Person that the Company’s majority Stockholder appoints. (d) The Stockholder Representative is serving in that capacity solely for purposes of administrative convenience, and is not and shall not be personally liable in such capacity for any of the obligations of the Stockholders hereunder, and ▇▇▇▇▇▇▇▇▇ agrees that it will not assert claims against, or look to the personal assets of, the Stockholder Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Stockholders or the Company hereunder. The Stockholder Representative will not be liable for any act taken or omitted by it as permitted under this Agreement, except if such act is taken or omitted in bad faith or by willful misconduct. The Stockholder Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles thereof). The Stockholders agree, severally but not jointly (in accordance with their Pro Rata Percentage), to indemnify the Stockholder Representative for, and to hold the Stockholder Representative harmless against, any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Stockholder Representative, will be entitled to conclusively rely on the opinions 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 Stockholder Representative’s carrying out its duties under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees costs and expenses of professionals incurred in connection successfully defending itself against any claim of liability 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the samerespect thereto. The Stockholder Representative may consult with counsel of its own choice and will have no duties or obligations hereunder except those specifically set forth herein full and such duties complete authorization and obligations will be determined solely protection for any action taken and suffered by the express provisions of this Agreement. The Company’s stockholders will jointly it in good faith and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection accordance with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity opinion of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreementcounsel. (e) All expenses incurred The Stockholder Representative represents and warrants that it is a Delaware limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to carry on its business as now being conducted. The Stockholder Representative has all necessary limited liability company power and authority to execute and deliver this Agreement and the Escrow Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Escrow Agreement by the Stockholder Representative, the performance by the Stockholder Representative of its obligations hereunder and thereunder, and the consummation of the transactions provided for herein and therein have been duly and validly authorized by all necessary action on the part of the Stockholder Representative. This Agreement has been, and the Escrow Agreement will be, duly executed and delivered by the Stockholder Representative, and constitutes, or will upon execution and delivery constitute, the valid and binding agreement of the Stockholder Representative, enforceable against the Stockholder Representative in connection accordance with its terms, except as such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). The execution and delivery of this Agreement does not, and the execution and delivery of the Escrow Agreement will not, and the performance of hisits obligations hereunder and thereunder will not, her (i) conflict with or its duties as violate the certificate of formation or LLC Agreement of the Stockholder Representative, or (ii) conflict with or violate any Law applicable to the Stockholder Representative shall be borne and paid exclusively (with or without notice or lapse of time or both), or by which any of the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective TimeStockholder Representative’s properties or assets is bound.

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 ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ 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 in connection with exercising the powers granted hereunder and, in the absence of bad faith for and on the part behalf of the Stockholder Representativeor 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 entitled deemed to conclusively rely on be Subject Shares (as defined in the opinions Voting Proxy) that will be subject to, and advice 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 Personsindemnification 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 (vi) receive funds 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. Such agency may be changed by the Stockholders and make or release payments of funds Optionholders from time to pay any amounts time upon not less than 30 days prior written notice to Parent; provided, however, 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 Shares agree 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 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 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. (b) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties or obligations hereunder except those specifically set forth herein and such duties and obligations will be determined solely by the express provisions of this Agreement. The Company’s stockholders will jointly and severally indemnify and hold harmless the Stockholder Representative against all Liabilities incurred by the Stockholder Representative in connection with the performance of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason of the fact that the Stockholder Representative is or was acting as the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faith. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative vacancy may be replaced from time to time filled by the holders of a majority in interest of the Company Stockholders (based on the ownership Escrow Shares. No bond shall be required of the Company Stock set forth on Schedule 1.4). In either caseStockholder Representative, and the successor Stockholder Representative shall promptly notify Parent in writing of not receive any compensation for its services. Notices or communications to or from the identity of such successor Stockholder Representative. Any such successor Representative shall become constitute notice to or from the “Stockholder Representative” for purposes of this AgreementIndemnifying Parties. (eb) All The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment. The Stockholders shall indemnify the Stockholder Representative and hold the Stockholder Representative harmless against any and all Losses arising out of or in connection with the acceptance or administration of the Stockholder Representative's duties hereunder, including the reasonable fees and expenses incurred of any legal counsel retained by the Stockholder Representative and any amounts required to be paid by the Stockholder Representative to the Escrow Agent pursuant to the Escrow Agreement ("Stockholder Representative Expenses"). A decision, act, consent or instruction of the Stockholder Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 6.2 or Section 6.3, shall constitute a decision of the Indemnifying Parties and shall be final, conclusive and binding upon the Indemnifying Parties; and the Escrow Agent and Parent 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 and Parent are hereby relieved from any liability to any person for any acts done by them in connection accordance with such decision, act, consent or instruction of the Stockholder Representative. (c) The Escrow Shares shall be held and disposed of in accordance with the performance terms and conditions of histhis Agreement and the Escrow Agreement, her or its duties as Stockholder Representative in a form reasonably acceptable to the parties thereto (the "Escrow Agreement"), and shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to entered into at the Effective Time, by and among Parent, the Stockholder Representative and the Escrow Agent. The Escrow Shares shall be deemed deducted on a pro rata basis from the consideration each of the Stockholders and Optionholders would otherwise have been entitled to receive as part of the consideration for their shares of Company Capital Stock at the Effective Time pursuant to Section 1.6(e)(i) and Section 1.6(f), and, subject to the provisions of this Agreement and the Escrow Agreement. The Escrow Shares shall be held in trust and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party. Approval of this Agreement and the Merger by the Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Escrow Shares in escrow, and the approval of the appointment of the Stockholder Representative.

Stockholder Representative. (a) The Company (and pursuant to the terms Upon approval of the Company Stockholder Consent, each Merger by the Stockholders and execution of the Company’s stockholders) option cancellation agreements by the Option Holders, the Stockholders and Option Holders shall have irrevocably appoints made, constituted and appointed the Stockholder Representative to act as representative, agent, proxy and attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Stockholder and Option Holder, to act for and on behalf of such Stockholder and Option Holder to take any and all actions and make any and all decisions under this Agreement as to which the Stockholder Representative is expressly authorized to act or make, including the power: (i) to take any and all action necessary or desirable in connection with the waiver of any condition to the obligations of the Stockholders and Option Holders to consummate the transactions contemplated by this Agreement; (ii) to receive on behalf of the Stockholders and Option Holders notice of all indemnification Claims by a Parent Indemnified Party pursuant to Article VII and to notify all Stockholders and Option Holders of any such Claim and to take all actions in connection with such indemnification Claims as may be necessary or desirable; (iii) to give instructions to the Escrow Agent in connection with releases from the Escrow Amount as contemplated herein; (iv) to execute and deliver, on behalf of the Stockholders and Option Holders, and to accept delivery of, on behalf of the Stockholders and Option Holders, such documents as may be deemed by the Stockholder Representative, in its sole discretion, to be appropriate to consummate this Agreement, the Escrow Agreement and the transactions contemplated herein and therein; (v) to (A) dispute or refrain from disputing, on behalf of the Stockholders and Option Holders, any Claim made by Parent under this Agreement or the Escrow Agreement, (B) negotiate and compromise, on behalf of the Stockholders and Option Holders, any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement or the Escrow Agreement, and (C) execute, on behalf of the Stockholders and Option Holders, any settlement agreement, release or other document with respect to such dispute or remedy; (vi) to enforce, on behalf of the Stockholders and Option Holders, any Claim against Parent arising under this Agreement and the Escrow Agreement; (vii) to engage attorneys, accountants and agents at the expense of the Stockholders and Option Holders; and (viii) to give such instructions and to take such action or refrain from taking such actions, on behalf of the Stockholders and Option Holders, as the Stockholder Representative deems, in its sole discretion, necessary or appropriate to carry out the provisions of this Agreement and the Escrow Agreement. Parent and the Surviving Company Stockholders will be entitled to rely on any such actions or decisions made or taken by the Stockholder Representative. (b) The Stockholder Representative will not be liable for all purposes any act taken or omitted by it as permitted under this Agreement, the Merger except if taken or omitted in bad faith or with gross negligence or willful misconduct. The Stockholder Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles thereof). (c) The Stockholders and otherwise in connection with the Contemplated TransactionsOption Holders shall, includingseverally but not jointly, 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 indemnify the Stockholder Representative deems necessary in connection with exercising for, and agree to hold the powers granted hereunder andStockholder Representative harmless against, in the absence of any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the Stockholder Representative, arising out of or in connection with the Stockholder Representative’s carrying out its duties under this Agreement, including costs and expenses of successfully defending the Stockholder Representative against any claim of liability with respect thereto. To the extent the Stockholder Representative is entitled to any amount as a result of an indemnity claim under this Section 8.3(c), such amount shall be paid by the Stockholders and Option Holders pro rata based upon the Ownership Percentage of each Stockholder and Option Holder. For the avoidance of doubt, any indemnity payment made pursuant to this Section 8.3(c) shall be the sole responsibility of the individual Stockholders and Option Holders, and no amounts may be drawn from the Escrow Amount to cover any such liability. (d) In the event the Stockholder Representative becomes unable to continue to serve in the capacity of Stockholder Representative, he may resign and be discharged from his duties and obligations as Stockholder Representative by giving his resignation to each of the Parties, specifying a date not less than thirty days following such notice date of when such resignation will take effect and, in that event, A. ▇▇▇▇ ▇▇▇▇▇, III will be entitled deemed to conclusively rely on be appointed by the opinions Stockholders and advice Option Holders as the new Stockholder Representative and shall, for all purposes of this Agreement, be the Stockholder Representative. In the event A. ▇▇▇▇ ▇▇▇▇▇, III then becomes unable or unwilling to continue in his capacity as Stockholder Representative, he may resign and be discharged from his duties or obligations hereunder by giving his resignation to each of the Parties, specifying a date not less than thirty days following such notice date of when such resignation will take effect. In that event, the Closing Date Majority shall designate a successor representative prior to the expiration of such Personsthirty-day period by giving written notice to Parent. At any time, (v) receive funds and make the Closing Date Majority may remove the Stockholder Representative; provided, that a successor Stockholder Representative is appointed at the same time. Until notified in writing by the Stockholder Representative that he has resigned or release payments of funds to pay any amounts by the Stockholders that the Stockholder Representative has incurred or reasonably expects to incur in connection with been removed, Parent may rely conclusively and act upon the Company stockholders’ obligations under this Agreementdirections, the Merger instructions 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 notices of the Company’s stockholders and the Company. The Company Stockholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely uponlast known Stockholder Representative and, without independent investigation, any act, after such 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 Representativedirections, instructions and notices of any successor. (be) The Company’s stockholders agree that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Stockholder Representative and will survive the death, incapacity, bankruptcy, dissolution or liquidation of any Company’s stockholder. All decisions and actions by the Stockholder Representative will be binding upon the Company’s stockholders, and no Company stockholder will have the right to object, dissent, protest or otherwise contest the same. The Stockholder Representative will have no duties not be entitled to receive any compensation from Parent, the Surviving Company or obligations hereunder except those specifically set forth herein the Stockholders and such duties and obligations will be determined solely by Option Holders in connection with performing his functions as the express provisions of Stockholder Representative under this Agreement. The Company’s stockholders will jointly out-of-pocket costs and severally indemnify and hold harmless the Stockholder Representative against all Liabilities expenses reasonably incurred by the Stockholder Representative in connection with actions taken pursuant to the performance terms of his, her or its duties as the Stockholder Representative, including, without limitation, any action, suit or proceeding to which the Stockholder Representative is made a party by reason this Agreement shall be reimbursed out of the fact Escrow Amount; provided, however, that the Stockholder Representative is shall not be reimbursed for any costs or was acting as expenses in excess of $100,000 in the Stockholder Representative under this Agreement. Neither the Stockholder Representative nor any agent employed by the Stockholder Representative will incur any Liability to any Company stockholder relating to the performance of Stockholder Representative’s duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholder Representative will have no Liability in respect of any action, claim or proceeding brought against the Stockholder Representative by any Company stockholder if the Stockholder Representative took or omitted taking any action in good faithaggregate. (c) The provisions of this Section 10.1 will be binding on the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a “Company Stockholder” means and includes the successors to such Person’s rights hereunder, whether pursuant to a testamentary disposition, the Legal Requirements of descent and distribution or otherwise. (d) If the Stockholder Representative shall die, become disabled or otherwise be unable or unwilling to fulfill his, her or its responsibilities as agent of the Company’s stockholders, then a majority in interest of the Company’s stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4) shall appoint a successor agent for the Company Stockholders. The Person serving as the Stockholder Representative may be replaced from time to time by the holders of a majority in interest of the Company Stockholders (based on the ownership of the Company Stock set forth on Schedule 1.4). In either case, the successor Stockholder Representative shall promptly notify Parent in writing of the identity of such successor Stockholder Representative. Any such successor shall become the “Stockholder Representative” for purposes of this Agreement. (e) All expenses incurred by the Stockholder Representative in connection with the performance of his, her or its duties as Stockholder Representative shall be borne and paid exclusively by the Company Stockholders, pursuant to their respective ownership of Company Stock (on an as-converted basis) immediately prior to the Effective Time.