Common use of Stockholder Representative Clause in Contracts

Stockholder Representative. (a) By virtue of their approval of this Agreement, the Target Stockholders will be deemed to have irrevocably constituted and appointed, effective as of the Effective Time, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Stockholder Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement or the Indemnity Escrow 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, to give and receive notices and communications, to authorize delivery to Acquiror of the Indemnity Escrow Holdback or other property from the Indemnity Escrow in satisfaction of claims by Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Indemnity Escrow from time to time upon not less than ten (10) days' prior written notice to Acquiror. The Stockholder Representative shall receive no compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Target Stockholders. This power of attorney is coupled with an interest and is irrevocable. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and not in a manner constituting gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Target 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 such Stockholder Representative and arising out of or in connection with the acceptance or administration of his duties hereunder.

Stockholder Representative. (a) By virtue of their the approval of the Merger and this AgreementAgreement by the requisite vote of the Stockholders, each of the Target Participating Stockholders will shall be deemed to have irrevocably constituted and appointed, effective agreed to appoint the Stockholder Representative as of the Effective Time, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Stockholder Representative"), as their true and lawful its agent and attorney-in-fact fact, for and on behalf of the Participating Stockholders, as the Stockholder Representative, as its agent and attorney-in-fact, as the Stockholder Representative for and on behalf of the Participating Stockholders) to enter into take any agreement action pursuant to or in connection with the transactions contemplated by this Agreement or the Indemnity Escrow 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 agreementArticle VIII, to give and receive notices and communications, to authorize delivery payment to Acquiror of the Indemnity Escrow Holdback or other property from the Indemnity Escrow any KIT Indemnified Parties in satisfaction of claims by Acquirorany such KIT Indemnified Parties, to object to such deliveriespayments from the Escrow Fund, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions with respect to such claims that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the holders of a majority in interest of the Indemnity Escrow Participating Stockholders from time to time upon not less than ten thirty (1030) days' days prior written notice to AcquirorKIT; provided, however, that the Stockholder Representative may not be removed unless the Participating Stockholders holding (on an as-exercised basis) a majority of the outstanding shares of the Participating Stock held by the Participating Stockholders (as of immediately prior to the Effective Time) agree to such removal and to the identity of the substituted agent. The Notwithstanding the foregoing, the Stockholder Representative may resign at any time on notice to KIT, and a replacement Stockholder Representative shall be elected by a vote of a majority of the outstanding shares of Participating Stock (as of immediately prior to the Effective Time), subject to the consent of KIT, which consent shall not be unreasonably withheld; provided, further, that any successor Stockholder Representative, shall not resign until and unless a successor Stockholder Representative shall have been appointed subject to the consent of KIT, which consent shall not be unreasonably withheld. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive no any compensation for his its services. Notices Written notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Target Stockholders and Participating Stockholders. This power of attorney is coupled with an interest and is irrevocable. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and not in a manner constituting gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Target 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 such Stockholder Representative and arising out of or in connection with the acceptance or administration of his duties hereunder.

Stockholder Representative. (a) By virtue Upon the adoption of their this Agreement and the approval of this Agreementthe Merger and the transactions contemplated hereby by the Company Stockholders and without further act of any Company Stockholder or any holder of Company Stock Options, the Target Stockholders will be deemed to have irrevocably constituted and appointedCarlyle Venture Partners, effective as of the Effective Time, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ L.P. (the "Stockholder Representative"), ) shall be appointed as their true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement or the Indemnity Escrow 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, Stockholder Representative hereunder to give and receive notices and communications, to authorize delivery payment to Acquiror of the Indemnity Escrow Holdback or other property any Parent Indemnified Party from the Indemnity Escrow Fund in satisfaction of claims and Losses by Acquirora Parent Indemnified Party, to object to such deliveriespayments, 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 claimsclaims or Losses, to receive payments on behalf of the Company Stockholders and holders of Company Stock Options due and owing pursuant to this Agreement and acknowledge receipt thereof, to waive any breach or default of Parent or Merger Sub under this Agreement following the Effective Time to calculate the Aggregate Consideration Spreadsheet, to receive service of process on behalf of the Company Stockholders and the holders of Company Stock Options in connection with any claims under this Agreement or any related document or instrument, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoingforegoing or (ii) specifically mandated by 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, however, that the Stockholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Indemnity Escrow from time to time upon not less than ten (10) days' prior written notice to AcquirorFund. The No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive no any compensation for his its services. Notices or communications to or from the Stockholder Representative 60 shall constitute notice to or from each the Company Stockholders and holders of the Target Stockholders. This power of attorney is coupled with an interest and is irrevocableCompany Stock Options. (b) The Stockholder Representative shall not be liable for any act done or omitted without gross negligence and or bad faith hereunder as Stockholder Representative while acting in good faith Representative. Pursuant to the following sentence, and to the fullest extent permitted by applicable Law, the Company Stockholders and the holders of Company Stock Options shall be, severally based on such Company Stockholder's or holder's of Company Stock Options pro rata share of the Aggregate Consideration and not in a manner constituting gross negligencejointly, and any act done or omitted pursuant obligated to the advice of counsel shall be conclusive evidence of such good faith. The Target Stockholders shall severally indemnify the Stockholder Representative and hold him the Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of such the Stockholder Representative and arising out of or in connection with the acceptance or administration of his the Stockholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative. At the time of distribution pursuant to Section 9.3(c) to the Company Stockholders and the holders of Company Stock Options of any proceeds remaining in the Escrow Fund, the Stockholder Representative shall be entitled to deduct and withhold from such income and gains included in such distribution to pay and reimburse fees and expenses of third parties incurred or expected to be incurred in connection with its role as Stockholder Representative pursuant to this Agreement to the extent that the Stockholder Representative Reserve would be insufficient to pay and reimburse fees and expenses of third parties. (c) The grant of authority provided for in this Section 10.1: (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 death, incompetency, bankruptcy or liquidation of the Company or any Company Stockholder or holder of a Company Stock Option and shall be binding on any successor thereto and (ii) shall survive the delivery of an assignment by any Company Stockholder or holder of a Company Stock Option 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 and under the Escrow Agreement, 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 and holders of Company Stock Options (as contemplated by Section 10.1(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) In dealing with this Agreement, the Escrow Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the 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 and holders of Company Stock Options, 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, the Escrow Agreement or any such other agreement, instrument or document other than with respect to willful misconduct 61 or 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 and holders of Company Stock Options, Parent or the Surviving Corporation. (f) 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 and the Escrow Agreement. (g) A decision, act, consent or instruction of the Stockholder Representative, including an extension or waiver of this Agreement pursuant to Article IV or Section 10.6, 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 and holders of Company Stock Options; and the Escrow Agent, 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 the Company Stockholders. The Escrow Agent, 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. (h) 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 its 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, and each of the Stockholder Representative Documents will be at or prior to the Closing, 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) By virtue of their the execution and delivery of a Joinder Agreement, and the adoption of this Agreement and approval of this Agreementthe Merger by the Stockholders, each of the Target Stockholders will Indemnifying Parties shall be deemed to have irrevocably constituted and appointed, effective agreed to appoint Shareholder Representative Services LLC as of the Effective Time, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Stockholder Representative"), as their true and lawful its agent and attorney-in-fact to enter into any agreement fact, as the Stockholder Representative for and on behalf of the Indemnifying Parties for all purposes in connection with the transactions contemplated by this Agreement or and the Indemnity Escrow Agreementagreements ancillary hereto, 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, including without limitation to give and receive notices and communicationscommunications in respect of indemnification claims under this Agreement to be -50- recovered against the Escrow Fund, to authorize delivery payment to Acquiror of the Indemnity Escrow Holdback or other property any Indemnified Party from the Indemnity Escrow Fund in satisfaction of any indemnification claims hereunder by Acquirorany Indemnified Party, to object to such deliveriespayments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such indemnification claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the Transactions, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoingforegoing or (ii) specifically mandated or permitted by the terms of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Stockholder Representative shall not have the authority to enter into any settlement or compromise or otherwise agree to any claims to the extent that such claim involves Excess Loss (the “Authority Limitation”). Such agency may be changed by the Stockholders from time to time upon not less than 30 days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a majority in interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, in the event of a resignation of the Stockholder Representative or other vacancy in the position of Stockholder Representative, such vacancy may be filled by the holders of a majority in interest of the Indemnity Escrow from time to time upon not less than ten (10) days' prior written notice to AcquirorFund. The No bond shall be required of the Stockholder Representative shall receive no compensation for his servicesRepresentative. Notices After the Closing, notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Target Stockholders. This power of attorney is coupled with an interest and is irrevocableIndemnifying Parties. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and not in a manner constituting without gross negligence, and any act done negligence or omitted pursuant willful misconduct. The Indemnifying Parties on whose behalf the Escrow Amount was contributed to the advice of counsel Escrow Fund shall be conclusive evidence of such good faith. The Target Stockholders shall severally indemnify the Stockholder Representative and hold him the Stockholder Representative harmless against any lossand all losses, liability or expense incurred without gross negligence or bad faith on the part of such Stockholder Representative liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses arising out of or in connection with the acceptance or administration of his the Stockholder Representative’s duties hereunder, including the reasonable fees and expenses 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”). If not paid directly to the Stockholder Representative by the Indemnifying Parties, any such Stockholder Representative Expenses may be recovered by the Stockholder Representative from (i) first, the funds in the Expense Fund and (ii) then, to the extent the funds in the Expense Fund are insufficient, the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Indemnifying Parties. For the avoidance of doubt, while this Section 7.6(b) allows the Stockholder Representative to be paid from the Expense Fund and the Escrow Fund following the Expiration Date and the resolution of all indemnification claims made under this Agreement and the satisfaction of all such indemnification claims, this Section 7.6(b) shall not limit the obligation of any Indemnifying Party to promptly pay such Stockholder Representative Expenses as they are incurred. In no event will the Stockholder Representative be required to advance its own funds on behalf of the Indemnifying Parties or otherwise. The Indemnifying Parties acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholder Representative or the termination of this Agreement. 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 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 accordance with such decision, act, consent or instruction of the Stockholder Representative. (c) Upon the Closing, Parent shall wire to a segregated client bank account maintained by the Stockholder Representative, an amount equal to US$250,000 (the “Expense Fund”), and each Indemnifying Party shall be deemed to have contributed his Pro Rata Portion of the Expense Fund. The Stockholder Representative shall hold the Expense Fund in accordance with this Agreement on behalf of the Indemnifying Parties as a fund which will be used for the purposes of paying directly, or reimbursing the Stockholder Representative for, any third party expenses pursuant to this Agreement. The Indemnifying Parties 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 will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence, willful misconduct or bad faith. The Stockholder Representative will 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 the event of bankruptcy. Contemporaneously with or as soon as practicable following the release in full of the Escrow Fund, the Stockholder Representative shall deliver the balance of the Expense Fund to the Paying Agent for further distribution to the Indemnifying Parties in accordance with their respective Pro Rata Portions. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Indemnifying Parties at the time of Closing. (d) The Escrow Fund shall be held and disposed of in accordance with the terms and conditions of this Agreement and the Escrow Agreement, in a form reasonably acceptable to the parties thereto (the “Escrow Agreement”), and shall be entered into at the Effective Time, by and among Parent, the Stockholder Representative and the Escrow Agent. The Escrow Fund shall be deemed deducted on a pro rata basis from the consideration each of the Stockholders 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(b)(i), and, subject to the provisions of this Agreement and the Escrow Agreement. The Escrow Fund 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 Fund in escrow, and the approval of the appointment of the Stockholder Representative.

Stockholder Representative. (a) By virtue voting in favor of their approval the adoption of this Agreement, the Target Stockholders will approval of the Merger, the execution of the Stockholder Consent, 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 Seller Indemnifying Party shall be deemed to have irrevocably constituted approved the designation of, and appointedhereby designates, effective Fortis Advisors LLC, a Delaware limited liability company as the initial Stockholder Representative. The Stockholder Representative is hereby appointed as of the Effective Time, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (date hereof as the "Stockholder Representative"), as their true and lawful agent and attorney-in-attorney in fact to enter into any agreement in connection with the transactions contemplated by this Agreement or the Indemnity Escrow Agreement, to exercise all or any of the powers, authority Seller Indemnifying Parties as the Stockholder Representative for and discretion conferred on him under any such agreement, to waive any terms and conditions behalf of any such agreement, the Seller Indemnifying Parties to give and receive notices and communicationscommunications in connection with this Agreement and related matters, to authorize delivery to Acquiror of the Indemnity Escrow Holdback or other property from the Indemnity Escrow including in satisfaction of connection with claims by Acquiror, to object to such deliveries, for indemnification under this Article VII and to agree to, negotiate, and enter into settlements settlements, adjustments and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to to, such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoingforegoing or (ii) specifically mandated by the terms of this Agreement (including any amendment or modification to the Spreadsheet). Such The Stockholder Representative may resign at any time, and such agency may be changed by the holders of a majority in interest of the Indemnity Escrow Seller Indemnifying Parties from time to time upon not less than ten (10) days' days prior written notice to AcquirorParent; provided, however, that the Stockholder Representative may not be removed unless a majority of the Seller Indemnifying Parties (as determined by their respective Interim Excess Indemnity Pro Rata Shares, if such determination is made prior to the determination of the Earn-Out Payment, or Final Excess Indemnity Pro Rata Shares, if such determination is made subsequently) agree in writing to such removal and to the identity of the substituted agent. The A vacancy in the position of the Stockholder Representative may be filled by a majority of the Seller Indemnifying Parties (as determined by the applicable Indemnity Pro Rata Shares as set forth in the preceding sentence). No bond shall be required of the Stockholder Representative, at any time, all references herein to the Stockholder Representative shall receive no compensation for his servicesbe deemed to refer to the holders of a majority of the Seller Indemnifying Parties (as determined by the applicable Indemnity Pro Rata Shares as set forth in the preceding sentence). Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Target StockholdersSeller Indemnifying Parties. This power of attorney is coupled with an interest and is irrevocable. (b) The Stockholder Representative shall not be liable for forward any act done or omitted hereunder as Stockholder Representative while acting in good faith and not in a manner constituting gross negligence, and any act done or omitted pursuant information it receives regarding accredited investor status of the Company Stockholders to the advice of counsel shall be conclusive evidence of such good faith. The Target 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 such Stockholder Representative and arising out of or in connection with the acceptance or administration of his duties hereunderParent.

Stockholder Representative. (a) By virtue of their the approval of the Merger and this AgreementAgreement by the requisite vote of the Stockholders, each of the Target Stockholders will shall be and is hereby deemed to have irrevocably constituted and appointed, effective agreed to appoint the Stockholder Representative as of the Effective Time, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Stockholder Representative"), as their true and lawful its agent and attorney-in-fact fact, for and on behalf of the Stockholders, as the Stockholder Representative, to enter into take any agreement action pursuant to or in connection with the transactions contemplated Article IX, to receive and distribute Merger Consideration as dictated by this Agreement or the Indemnity Escrow 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, to give and receive notices and communications, to negotiate the Final Closing Statement, to authorize delivery payment to Acquiror of the Indemnity Escrow Holdback or other property from the Indemnity Escrow any Buyer Indemnified Parties in satisfaction of claims by Acquirorany such Buyer Indemnified Parties, to object to such deliveriespayments from the Escrow Fund, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions with respect to such claims that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the holders of a majority in interest of the Indemnity Escrow Stockholders from time to time upon not less than ten thirty (1030) days' days prior written notice to AcquirorBuyer; provided, however, that the Stockholder Representative may not be removed unless the Stockholders holding (on an as-exercised basis) a majority of the outstanding shares of the Company Capital Stock held by the Stockholders (as of immediately prior to the Effective Time and on an as-converted basis) agree to such removal and to the identity of the substituted agent. The Notwithstanding the foregoing, the Stockholder Representative may resign at any time on notice to Buyer, and a replacement Stockholder Representative shall be elected by a vote of a majority of the outstanding shares of Company Capital Stock (as of immediately prior to the Effective Time and on an as-converted basis), subject to the consent of Buyer, which consent shall not be unreasonably withheld; provided, further, that any successor Stockholder Representative, shall not resign until and unless a successor Stockholder Representative shall have been appointed subject to the consent of Buyer, which consent shall not be unreasonably withheld. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive no any compensation for his its services. Notices Written notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Target Stockholders. This power of attorney is coupled with an interest and is irrevocable. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and not in a manner constituting gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Target 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 such Stockholder Representative and arising out of or in connection with the acceptance or administration of his duties hereunder.

Stockholder Representative. (a) By virtue of their the approval of this AgreementAgreement by the requisite vote of the Stockholders, each of the Target Stockholders will shall be deemed to have irrevocably constituted and appointed, effective as of the Effective Time, ▇▇agreed to appoint ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Stockholder Representative"), as their true and lawful its agent and attorney-in-fact to enter into any agreement in connection with fact, as the transactions contemplated by this Agreement or the Indemnity Escrow Agreement, to exercise all or any Stockholder Representative for and on behalf of the powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement, Escrow Participants to give and receive notices and communications, obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of or incurred by the Stockholder Representative in connection with this Agreement, to authorize delivery payment to Acquiror of the Indemnity Escrow Holdback or other property any Indemnified Party from the Indemnity Escrow Fund in satisfaction of claims by Acquirorany Indemnified Party, to object to such deliveriespayments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Escrow Participant or by any such Escrow Participant against any Indemnified Party or any dispute between any Indemnified Party and any such Escrow Participant, in each case relating to such claimsthis 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 foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Escrow Participants from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Indemnity Escrow from time to time upon not less than ten (10) days' prior written notice to AcquirorFund. The No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive no any compensation for his its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Target Stockholders. This power of attorney is coupled with an interest and is irrevocableEscrow Participants. (b) The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and not in a manner constituting gross negligence, and any act done or omitted pursuant to the advice exercise of counsel shall be conclusive evidence of such good faithreasonable judgment. The Target Stockholders Escrow Participants shall severally indemnify the Stockholder Representative and hold him the Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of such the Stockholder Representative and arising out of or in connection with the acceptance or administration of his the Stockholder Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative and the reasonable fees of the Stockholder Representative (at a rate of $200 per hour) related to the performance of the services as Stockholder Representative (“Stockholder Representative Expenses”). The Stockholder Representative Expenses, including the costs and expenses of enforcing this right of indemnification, shall be paid from the Stockholder Representative Fund. A decision, act, consent or instruction of the Stockholder Representative, including but not limited to an amendment, extension or waiver of this Agreement, shall constitute a decision of the Escrow Participants and shall be final, binding and conclusive upon the Escrow Participants; 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 Escrow Participants. The Escrow Agent and Parent are hereby relieved from any liability to any person for any decision, act, consent or instruction of the Stockholder Representative. (c) The Stockholder Representative shall act in the best interest of the Stockholders, as if appointed by each Stockholder as its representative. The Stockholder Representative may, in all questions arising under this Agreement, rely on the advice of counsel. In no event shall the Stockholder Representative be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. (d) The Stockholder Representative shall have reasonable access to information reasonably requested by the Stockholder Representative and the reasonable assistance of the Final Surviving Entity’s officers and employees for purposes of performing the Stockholder Representative duties under this Agreement and exercising its rights under this Agreement. (e) In the performance of its duties hereunder, the Stockholder Representative shall be entitled to (i) rely upon any document or instrument reasonably believed to be genuine, accurate as to content and signed by any Escrow Participant or any party hereunder and (ii) assume that any person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so.

Stockholder Representative. (a) By virtue voting in favor of their approval the adoption of this Agreement, the Target Stockholders will approval of the Merger and the consummation of the Merger, executing a Joinder Agreement, and receiving the benefits of the Merger, including the right to receive the consideration payable in connection with the Merger, each Company Indemnitor shall be deemed to have irrevocably constituted and appointedagreed to appoint Shareholder Representative Services LLC as the representative, effective as of the Effective Time, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Stockholder Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement or the Indemnity Escrow Agreement, to exercise all or any for and on behalf of the powersCompany Indemnitors to, authority and discretion conferred on him under any such agreementas of the Closing, to waive any terms and conditions of any such agreement, to give and receive notices and communicationscommunications with respect to any indemnification or similar claims to be recovered against the Escrow Cash, to authorize delivery payment to Acquiror of the Indemnity Escrow Holdback or other property any Parent Indemnified Party from the Indemnity Escrow Cash in satisfaction of claims hereunder by AcquirorParent, to object to such deliveriespayments, 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, in each case relating to this Agreement or the {N4442029.10} 255288355 v23 transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoingforegoing or (ii) expressly mandated or permitted by the terms of this Agreement and any Related Agreements. The Stockholder Representative may resign at any time upon at least ten (10) days prior written notice to the Company Indemnitors. Such agency may be changed by the holders of a majority in interest of the Indemnity Escrow Company Indemnitors from time to time upon not less than ten (10) days' 30 days prior written notice to AcquirorParent; provided, that the Stockholder Representative may not be removed unless the former holders of a majority of Company Capital Stock agree to such removal and to the identity of the substituted agent. The Notwithstanding the foregoing, any vacancy in the position of Stockholder Representative may be filled by the former holders of a majority of Company Capital Stock. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive no any compensation for his servicesits services other than pursuant to the terms of the Engagement Letter. Notices After the Closing, notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Target Stockholders. This power of attorney is coupled with an interest and is irrevocableCompany Indemnitors. (b) Neither the Stockholder Representative 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 Indemnitors 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 and the 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. The Stockholder Representative shall not be liable for any act done action or omitted hereunder as Stockholder Representative while acting in good faith and not in a manner constituting gross negligence, and any act done or omitted omission pursuant to the advice of counsel counsel. For the avoidance of doubt, the first sentence of this Section 8.6(b) shall be conclusive evidence not prejudice the Stockholder Representative’s right to indemnification from the members of such good faiththe Advisory Committee (in their capacity as Company Indemnitors) pursuant to the following sentence. The Target Stockholders shall Company Indemnitors shall, severally indemnify and not jointly in accordance with their respective Pro Rata Shares, indemnify, defend and hold harmless the Stockholder Representative and hold him harmless each member of the Advisory Committee from and against any lossand all losses, liability or liabilities, damages, penalties, fines, forfeitures, actions, fees, and reasonable out-of-pocket costs and expenses (including the out-of-pocket fees and expenses of counsel and experts and their staffs and all expense incurred without gross negligence or bad faith on of document location, duplication and shipment) (collectively, “Representative Losses”) to the part of such Stockholder Representative and extent arising out of or in connection with the acceptance Stockholder Representative’s or administration the Advisory Committee’s execution and performance of his duties hereunderthis Agreement and the 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 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 Indemnitors 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 or members of the Advisory Committee by the Company Indemnitors, any such Representative Losses may be recovered by the Stockholder Representative (on behalf of itself and the Advisory Committee) from (i) the funds in the Expense Fund Account and (ii) any other funds that become payable to the Company Indemnitors under this Agreement at such time as such amounts would otherwise be distributable to the Company Indemnitors; provided, that while this section allows the Stockholder Representative to recover Representative Losses from the aforementioned sources of funds, this does not relieve the Company Indemnitors from their obligation to promptly pay, in accordance with their respective pro rata portions, such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholder Representative or any member of the Advisory Committee 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 Indemnitors or otherwise. The Company Indemnitors acknowledge and agree that the foregoing indemnities shall survive the resignation or removal of the Stockholder Representative or the termination of this Agreement. {N4442029.10} 255288355 v23 (c) Upon the Closing, Parent shall wire to an account designated by the Stockholder Representative (the “Expense Fund Account”) an amount of $500,000 in cash (the “Expense Fund”), which shall be used for the purposes of paying directly, or reimbursing the Stockholder Representative for, any third party expenses pursuant to this Agreement and the agreements ancillary hereto. The Company Indemnitors 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 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 Indemnitors in accordance with Section 2.1; provided, that as a condition to 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 Indemnitor, which portion shall be paid to each Company Indemnitor rounded down to the nearest whole cent. For Tax purposes, the Expense Fund shall be treated as having been received and voluntarily set aside by the Company Indemnitors at the time of Closing. Any amounts required to be withheld with respect to the deemed payment to a Company Indemnitor of its portion of the Expense Fund shall reduce the other payments to such Person at Closing in accordance with Article II 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, shall constitute a decision of the Company Indemnitors and shall be final, binding and conclusive upon the Company Indemnitors. 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 Company Indemnitors. (e) Notwithstanding that the Company and its Subsidiaries have been represented by J▇▇▇▇ ▇▇▇▇▇▇ LLP (“J▇▇▇▇ ▇▇▇▇▇▇”) in the preparation, negotiation and execution of this Agreement and the Related Agreements, each of Parent and the Company agrees that after the Closing J▇▇▇▇ ▇▇▇▇▇▇ may represent the Stockholder Representative, Advisory Committee, Company Indemnitors and/or their respective Representatives in all matters relating to this Agreement and the Related Agreements, including in respect of any indemnification claims pursuant thereto. Each of Parent and the Company hereby agrees that any attorney-client privilege, attorney-client work protection and expectation of client confidence belonging to the Company and/or any of its Subsidiaries and related to the transactions contemplated by this Agreement and the Related Agreements, and all information and documents covered by such privilege or protection shall, after the Closing, belong to, be deemed the right of, and be controlled solely by the Company Indemnitors and may only be waived by the Stockholder Representative on behalf of the Company Indemnitors. To the extent that Parent or the Company receives or takes physical possession of any privileged or protected material covered by this Section 8.6(e) after the Closing, such receipt or possession shall not, in any way, be deemed a waiver by the Company Indemnitors (or any one of them) of the privileges or protections described in this Section 8.6(e). Each of Parent and the Company hereby acknowledges, on behalf of itself and its Representatives, 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. {N4442029.10} 255288355 v23

Stockholder Representative. (a) By virtue of their approval of TA IX L.P. shall represent and act as agent for all the other Company Stockholders for the purposes specified in this AgreementAgreement (in such capacity, the Target Stockholders will be deemed to have irrevocably constituted and appointed, effective as of the Effective Time, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Stockholder Representative" "). As Stockholder Representative, he shall be authorized and empowered, as their true agent of and lawful agent and attorney-in-fact on behalf of all stockholders of the Company entitled to enter into receive any agreement in connection with the transactions contemplated by consideration pursuant to this Agreement or the Indemnity Escrow Agreement, to exercise all or any by reason of the powers, authority and discretion conferred on him under Merger or otherwise having an interest in any such agreement, to waive any terms and conditions of any such agreementmatter concerning this Agreement, to give and receive notices and communications, to authorize delivery to Acquiror of the Indemnity Escrow Holdback or other property from the Indemnity Escrow in satisfaction of claims by Acquirorcommunications as provided herein, to object to such deliveriesany claims for Parent Indemnifiable Losses, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims or Losses, to receive payments on behalf of the Company Stockholders due and owing pursuant to this Agreement and acknowledge receipt thereof, to waive after the Effective Time any breach or default of Parent or Merger Sub of any obligation to be performed by it under this Agreement, to receive service of process on behalf of each Company Stockholder in connection with any claims against such claimsCompany Stockholder arising under or in connection with this Agreement, any document or instrument provided for hereby or any of the Transactions, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the holders of a majority in interest of the Indemnity Escrow Company Stockholders from time to time upon not less than ten thirty (1030) days' days prior written notice to AcquirorParent; provided, however, that the Stockholder Representative may not be removed unless at least a majority in interest of the Company Stockholders (determined on the 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 Stockholders (determined on the basis of the amount of Merger Consideration receivable by such Company Stockholders by like notice to the Parent. The No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive no any compensation for his its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Target Company Stockholders. This power of attorney is coupled with an interest and is irrevocable. (b) The In dealing with this Agreement and any notice, instrument, agreement or document relating thereto, and in exercising or failing to exercise all or any of the 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 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 not be liable for any act done or omitted hereunder as Stockholder Representative while acting entitled to rely in good faith and not on the advice of counsel, public accountants or other independent experts experienced in a manner constituting gross negligencethe matter at issue, and any error in judgment or other act done or omitted omission of the Stockholder Representative pursuant to such advice shall in no event subject the advice of counsel shall be conclusive evidence of such good faithStockholder Representative to liability to the Company Stockholders, Parent or the Surviving Corporation. The Target Pursuant to the following sentence, and to the fullest extent permitted by applicable Law, the Company Stockholders shall 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 him the Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of such the Stockholder Representative and arising out of or in connection with the acceptance or administration of his 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 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. (f) 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 its 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, and each of the Stockholder Representative Documents will be at or prior to the Closing, 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) By virtue In order to efficiently administer the transactions contemplated hereby, including the defense, payment and/or settlement of their approval any claims for which the Escrow Amount, if any, may be available to indemnify any of this Agreementthe Indemnified Parties pursuant to Article IX, the Target Stockholders will be deemed to have irrevocably constituted and appointed, effective as of the Effective Time, Shareholders hereby designate ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Stockholder Representative"), a Shareholder) as their true representative and lawful agent as described herein (the “Representative”). The Representative, by executing and attorney-in-fact delivering this Agreement in its capacity as a Shareholder hereunder, hereby agrees to enter into any agreement its appointment as Representative. (b) The Shareholders authorize the Representative, and constitute the Representative as agent for and on behalf of the Shareholders, (i) to take all action necessary in connection with the transactions contemplated by this Agreement or defense, payment and/or settlement of any claims for which the Indemnity Escrow AgreementAmount, if any, may be available to exercise all or indemnify any of the powersIndemnified Parties pursuant to Article IX hereof, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement, (ii) to give and receive all notices required to be given under this Agreement, (iii) to take any and communications, all additional action as is contemplated to authorize delivery to Acquiror be taken by the Representative by the terms of the Indemnity Escrow Holdback or other property from the Indemnity Escrow in satisfaction of claims by Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofthis Agreement, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and (iv) to take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of any of the foregoing. (c) In the event that the Representative dies, becomes unable to perform its responsibilities hereunder or resigns from such position, the other Shareholders are authorized to and shall jointly select another representative to fill such vacancy and such substituted representative shall be deemed to be the Representative for all purposes of this Agreement and the documents delivered pursuant hereto; provided, however, if no such successor Representative is named within twenty (20) days of such death, inability or resignation, Buyer may select a successor Representative from the Shareholders, which selection will be binding, subject to the next sentence. Such agency The person designated to serve as the Representative may be changed by the holders of a majority Majority in interest Interest of the Indemnity Escrow Shareholders from time to time upon not less than ten (10) days' ’ prior written notice to AcquirorBuyer. The Stockholder Any such Shareholder who becomes a successor Representative shall receive no compensation for his services. Notices or communications agrees, by execution and deliver of this Agreement at the Closing in its capacity as a Shareholder, to or from perform the Stockholder Representative shall constitute notice to or from each tasks of the Target Stockholders. This power Representative in accordance with the terms of attorney is coupled with an interest and is irrevocablethis Agreement. (bd) Any decision or action by the Representative, including any agreement between the Representative and Buyer relating to the defense, payment or settlement of any claims for which the Escrow Amount, if any, may be available to indemnify any of the Indemnified Parties pursuant to Article IX hereof, shall constitute a decision or action of all Shareholders and shall be final, binding and conclusive upon each such Shareholder. No Shareholder shall have the right to object, dissent, protest or otherwise contest the same. (e) The Stockholder Representative shall not be liable have any liability to any of the Shareholders for any act done or omitted hereunder as Stockholder Representative while acting in good faith and not in a manner constituting gross negligencethe 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 Target Stockholders Shareholders shall severally indemnify the Stockholder Representative to the fullest extent permitted by law (i) for all costs and hold him harmless against expenses of the Representative incurred in the performance of its duties as Representative, (ii) if the Representative was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any lossthreatened, liability pending or expense incurred without gross negligence completed action, arbitration, audit, hearing, proceeding, investigation, litigation, or bad faith suit (whether civil, criminal, administrative or investigative) (a “Proceeding”) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Entity or arbitrator (a “Representative Claim”) by reason of (or arising in part out of) any event or occurrence related to the fact that the Representative is or was a shareholder representative, or by reason of any action or inaction on the part of the Representative while serving in such Stockholder Representative capacity, against any and arising out of or all expenses (including legal fees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any Proceeding), judgments, fines and penalties of such Representative Claim, and (iii) any Taxes imposed on the acceptance Representative as a result of the actual or administration deemed receipt of his duties any payments under this Agreement ((i), (ii) and (iii), collectively, the “Representative Expenses”), including all interest, assessments and other charges paid or payable in connection with or in respect of such Representative Expenses. Notwithstanding the foregoing, in no event shall the Representative be indemnified for any Representative Expenses that arise out of the Representative’s gross negligence, bad faith or willful misconduct or with respect to any Proceeding instituted by the Representative to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Representative in such Proceeding was not made in good faith or was frivolous. (f) All costs and expenses of the Representative shall be the joint and several obligation of the Shareholders, and not the responsibility or obligation of Buyer or the Company. (g) The Shareholders, by their approval and adoption of this Agreement, authorize Buyer to rely conclusively on the instructions and decisions of the Representative as to the defense, payment or settlement of any claims for indemnification by any of the Indemnified Parties pursuant to Article IX hereof, and any other actions required or permitted to be taken by the Representative hereunder, and each Indemnified Party is hereby relieved from any liability to any Shareholder, and to any heir, executor, legal representative or successor of any Shareholder, for any acts done by such Indemnified Party in accordance with such instructions or decisions of the Representative.

Stockholder Representative. (a) By virtue of their the approval of the Merger and this AgreementAgreement by the requisite vote of the Stockholders or by receiving the benefits thereof, including any consideration payable hereunder, each of the Target Stockholders will shall be deemed to have irrevocably constituted and appointedagreed to appoint Shareholder Representative Services LLC, effective as of the Effective Time, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Stockholder Representative")Closing, as their true and lawful its representative, agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Stockholders to enter into any agreement take all actions in connection with Agreement that are to be taken by the transactions contemplated by Stockholder Representative, including to amend this Agreement or the Indemnity Escrow 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 provision of any such agreementthis Agreement, to negotiate payments due pursuant to this Article XI, to give and receive notices and communications, to authorize delivery payment to Acquiror of the Indemnity Escrow Holdback or other property any Parent Indemnified Party from the Indemnity Escrow Fund in satisfaction of claims by Acquirorany Parent Indemnified Party, to object to such deliveriespayments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration comply with orders of courts with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Parent Indemnified Party against any Stockholders or by any such Stockholders against any Parent Indemnified Party or any dispute between any Parent Indemnified Party and any such Stockholders, in each case relating to such claimsthis 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 foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. Such The Stockholder Representative may resign at any time, and 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 agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the holders of a majority in interest of the Indemnity Escrow from time to time upon not less than ten (10) days' prior written notice to AcquirorFund. The In the event a vacancy in the position of Stockholder Representative exists for fifteen (15) or more days, Parent shall receive no compensation for his serviceshave the right to petition a court of competent jurisdiction to appoint a replacement Stockholder Representative. No bond shall be required of the Stockholder Representative. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Target Stockholders. This power of attorney is coupled with an interest and is irrevocable. (b) The Stockholder Representative represents and warrants to Parent that, as of the Closing, it has the limited liability company power and authority to enter into and perform this Agreement (subject to the laws of agency). (c) Until notified in writing by the Stockholder Representative that it has resigned, or that it has been removed by at least two-thirds in interest of the Escrow Fund, Parent may rely conclusively and act upon the joint directions, instructions and notices of the Stockholder Representative named above. (d) The Company, the Escrow Participants and the Stockholders each hereby authorize the Stockholder Representative to: (i) Receive all notices or documents given or to be given to the Escrow Participants or the Stockholders pursuant hereto or in connection herewith or therewith and to receive and accept services of legal process in connection with any suit or proceeding arising under this Agreement; (ii) Engage counsel, and such accountants and other advisors and incur such other expenses in connection with this Agreement and the transactions contemplated hereby or thereby as the Stockholder Representative may in its sole discretion deem appropriate; and (iii) Take such action as the Stockholder Representative may in its sole discretion deem appropriate in respect of: (A) waiving any inaccuracies in the representations or warranties of Parent or Sub contained in this Agreement or in any document delivered by Parent or Sub pursuant hereto; (B) taking such other action as the Stockholder Representative are authorized to take under this Agreement; (C) receiving all documents or certificates and making all determinations, in their capacity as Stockholder Representative, required under this Agreement; and (D) all such actions as may be necessary to carry out any of the transactions contemplated by this Agreement, including the defense and/or settlement of any claims for which indemnification is sought pursuant to this Article XI and any waiver of any obligation of Parent or the Surviving Corporation. (e) The Stockholder Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Stockholder Representative shall not be liable for any act done action or omitted hereunder as Stockholder Representative while acting in good faith and not in a manner constituting gross negligence, and any act done or omitted omission pursuant to the advice of counsel shall be conclusive evidence of such good faithcounsel. The Target Stockholders shall severally indemnify the Stockholder Representative and hold him harmless against any lossreasonable, liability or expense incurred without gross negligence or bad faith on the part of such Stockholder documented, and out-of-pocket losses, liabilities and expenses (“Representative and Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the acceptance event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or administration willful misconduct of his duties 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. Representative Losses may be recovered by the Stockholder 65 Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Stockholders; provided, that while the Stockholder Representative may be paid from the aforementioned sources of funds, this does not relieve the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Stockholder Representative be required to advance its own funds on behalf of the Stockholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholder Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholder Representative or the termination of this Agreement. A decision, act, consent or instruction of the Stockholder Representative, including an amendment, extension or waiver of this Agreement, shall constitute a decision of the Stockholders and shall be final, binding and conclusive upon the Stockholders; 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 Stockholders. Parent is hereby relieved from any liability to any person for any decision, act, consent or instruction of the Stockholder Representative. (f) Upon the Closing, the Company will wire $250,000 (the “Expense Fund”) to the Stockholder Representative, which will be used for any expenses incurred by the Stockholder Representative. 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 will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Stockholder Representative’s responsibilities, the Stockholder Representative will deliver any remaining balance of the Expense Fund to the Paying Agent for further distribution to the Stockholders. For U.S Federal income Tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Stockholders at the time of Closing.

Stockholder Representative. (a) By virtue of their approval of this AgreementShareholder Representative Services LLC is hereby appointed as the representative, the Target Stockholders will be deemed to have irrevocably constituted and appointed, effective as of the Effective Time, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Stockholder Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement in connection with for and on behalf of the transactions contemplated by Indemnifying Parties for all purposes under this Agreement or and the Indemnity Escrow Agreementagreements ancillary hereto, 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, including to give and receive notices and communications, to authorize delivery to Acquiror of the Indemnity Escrow Holdback or other property from the Indemnity Escrow in satisfaction of claims by AcquirorParent, to object to such deliveriespayments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoingforegoing or (ii) permitted by the terms of this Agreement. The Stockholder Representative may resign at any time upon at least ten (10) days prior written notice to the Indemnifying Parties. Such agency may be changed by the holders of a majority in interest of the Indemnity Escrow Indemnifying Parties from time to time upon not less than ten (10) days' days prior written notice to Acquiror. The Parent; provided, however, that the Stockholder Representative may not be removed unless the former holders of a majority of Company Capital Stock agree to such removal and to the identity of the substituted agent. A vacancy in the position of Stockholder Representative may be filled by the former holders of a majority of Company Capital Stock. No bond shall receive no compensation for his servicesbe required of the Stockholder Representative. Notices After the Closing, notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Target Stockholders. This power of attorney is coupled with an interest and is irrevocableIndemnifying Parties. (b) The Neither the Stockholder Representative shall not be liable for nor any act done or omitted hereunder member of the Advisory Committee (as Stockholder Representative while acting defined in good faith and not in a manner constituting gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Target Stockholders shall severally indemnify that certain engagement letter entered into between the Stockholder Representative and hold him harmless against certain of the Indemnifying Parties in connection with the transactions contemplated hereby (the “Engagement Letter”)) will incur liability of any losskind with respect to any action or omission by the Stockholder Representative or the Advisory Committee in connection with their services pursuant to this Agreement, liability or expense incurred without the Engagement Letter and the agreements ancillary hereto, except to the extent resulting from the bad faith, gross negligence or bad faith on willful misconduct of the part Stockholder Representative or such member of such 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 Indemnifying Parties) pursuant to the following sentence. The Indemnifying Parties will indemnify, defend and hold harmless the Stockholder Representative and each member of the Advisory Committee from and against any and all losses, liabilities, damages, penalties, fines, forfeitures, actions, fees, and reasonable out-of-pocket costs and expenses (including the out-of-pocket fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) to the extent arising out of or in connection with the acceptance Stockholder Representative’s or administration the Advisory Committee’s execution and performance of his duties hereunderthis Agreement and the 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, will promptly reimburse the Indemnifying Parties 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 Indemnifying Parties, any such Representative Losses may be recovered by the Stockholder Representative from (i) the funds in the Expense Fund, (ii) the Escrow Amount at such time as remaining amounts would otherwise be distributable to the Indemnifying Parties, and (iii) the Escrow Shares at such time as remaining amounts would otherwise be distributable to the Indemnifying Parties; provided, that while this section allows the Stockholder Representative to be paid from the Expense Fund, the Escrow Amount and the Escrow Shares, this does not relieve the Indemnifying Parties from their obligation to promptly pay, in accordance with their respective Pro Rata Portions, 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 will the Stockholder Representative be required to advance its own funds on behalf of the Indemnifying Parties or otherwise. The Indemnifying Parties acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholder Representative or the termination of this Agreement. (c) Upon the Closing, the Company will wire to the Stockholder Representative an amount of $1,000,000.00 in cash (the “Expense Fund”), which will be used for the purposes of paying directly, or reimbursing the Stockholder Representative for, any third party expenses pursuant to this Agreement and the agreements ancillary hereto. The Indemnifying Parties will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Stockholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholder Representative will 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 will 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 the event of bankruptcy. As soon as practicable after the completion of the Stockholder Representative’s responsibilities, the Stockholder Representative will deliver the balance of the Expense Fund to Parent or Parent’s paying agent for further distribution to the Indemnifying Parties. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Indemnifying Parties at the time of Closing. (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 8.3 and Section 8.4 hereof, shall constitute a decision of the Indemnifying Parties and shall be final, binding and conclusive upon the Indemnifying Parties. 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 Stockholder Representative. (e) From time to time following the Closing, the Stockholder Representative may instruct the Escrow Agent by written notice (with copy to Parent) to sell shares of Parent Common Stock then comprising Escrow Shares, and the proceeds of such sale shall be deposited in the Escrow Amount to constitute partial security for the benefit of the Indemnified Parties with respect to any indemnifiable Losses under this Article VII; provided that the Stockholder Representative shall not be permitted to so instruct the Escrow Agent at any time that the price of Parent Common Stock as reported on NYSE is below the Parent Trading Price. Upon consummation of such sale, the Stockholder Representative shall deliver to Parent a written confirmation of the number of shares of Parent Common Stock so sold and the amount of cash so deposited in the Escrow Amount, and the Stockholder Representative shall update the Spreadsheet for (i) the aggregate amount of cash and the aggregate number of shares of Parent Common Stock then in the Escrow Amount and (ii) the allocation of such cash and stock with respect to each Indemnifying Party (with proceeds of any sale of Escrow Shares pursuant to this Section 7.8(e) to be allocated pro rata among the Indemnifying Parties in proportion to the number of Escrow Shares attributable to each Indemnifying Party).

Stockholder Representative. (a) By virtue of their the approval of the Merger and this AgreementAgreement by the Company Stockholders, each of the Target Company Stockholders will shall be deemed to have irrevocably constituted and appointed, effective as of the Effective Time, ▇▇agreed to appoint ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Stockholder Representative"), as their true and lawful its agent and attorney-in-fact to enter into any agreement in connection with fact, as the transactions contemplated by this Agreement or the Indemnity Escrow Agreement, to exercise all or any Stockholder Representative for and on behalf of the powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement, Company Stockholders to give and receive notices and communications, to authorize delivery payment to Acquiror of the Indemnity Escrow Holdback or other property any Indemnified Parties from the Indemnity Escrow Fund in satisfaction of claims by Acquirorsuch Indemnified Parties pursuant to Section 8.1(a), to authorize the release or distribution from the Escrow Fund to the Company Stockholders or to the Stockholder Representative or to any other person on behalf of the Company Stockholders or the Stockholder Representative, to object to such deliveriespayments, 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 Parties against any Company Stockholder or by any such Company Stockholder against any Indemnified Parties or any dispute between any Indemnified Parties and any such Company Stockholder, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby, and to take all other actions that are either (i) necessary or appropriate in the sole judgment and discretion of the Stockholder Representative for the accomplishment of the foregoingforegoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the holders of a majority in interest of the Indemnity Escrow Company Stockholders from time to time upon not less than ten (10) days' 30 days prior written notice to AcquirorParent; provided, however, that the Stockholder Representative may not be removed unless holders of a majority of the Company Capital Stock immediately prior to the Effective Time agree to such removal and to the identity of the substituted agent. The Notwithstanding the foregoing, a vacancy in the position of Stockholder Representative may be filled by the holders of a majority of the Company Capital Stock immediately prior to the Effective Time. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive no any compensation for his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each of the Target Company Stockholders. This power of attorney is coupled with an interest and is irrevocable. (b) The Stockholder Representative may engage attorneys, accountants and other professionals and experts. The Stockholder Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Stockholder Representative based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. The Stockholder Representative is not 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 agreements contemplated herein. The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and not in a manner constituting gross negligence, and any act done or omitted pursuant to the advice exercise of counsel shall be conclusive evidence of such good faithreasonable judgment. The Target Company Stockholders shall severally indemnify the Stockholder Representative and hold him the Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of such the Stockholder Representative and arising out of or in connection with the acceptance or administration of his the Stockholder Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative (“Stockholder Representative Expenses”). If then available after satisfaction of all claims of Indemnified Parties, the Stockholder Representative shall have the right to recover Stockholder Representative Expenses from the Escrow Fund prior to any distribution to the Company Stockholders, and prior to any such distribution, shall deliver to the Escrow Agent or Parent, as the case may be, a certificate setting forth the Stockholder Representative Expenses actually incurred. In the event that the Escrow Fund is insufficient to reimburse the Stockholder Representative’s expenses and damages, all such expenses and damages shall be paid or reimbursed by the Company Stockholders in accordance with their Pro Rata Portion. (c) A decision, act, consent or instruction of the Stockholder Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 9.3 and Section 9.4, shall constitute a decision of the Company Stockholders and shall be final, binding and conclusive upon the Company Stockholders; 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 Company Stockholders. 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.