Common use of Stockholder Representative Clause in Contracts

Stockholder Representative. (a) The Named Stockholder is hereby appointed as agent and attorney-in-fact for and on behalf of the Company Stockholders (the “Stockholder Representative”), to give and receive notices and communications, to agree to, negotiate and enter into settlements and compromises of claims, to demand, prosecute and defend claims arising out of this Agreement and to comply with orders of courts and determinations and awards with respect to 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 Company Stockholders from time to time upon not less than ten (10) calendar days’ prior written notice to Parent. Any vacancy in the position of Stockholder Representative shall be filled by a majority-in-interest of the Company Stockholders. The Stockholder Representative may resign upon ten (10) calendar days’ prior written notice to Parent and the Company provided that no such resignation shall become effective until the appointment of a successor Stockholder Representative. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each Company Stockholder. Each Letter of Transmittal executed by the Company Stockholders pursuant to Section 1.7 hereof shall include an express agreement on behalf of such Company Stockholder to the appointment of the Named Stockholder to act as agent and attorney-in-fact for and on behalf of such Company Stockholder in accordance with the transactions contemplated by this Agreement, including, without limitation, with respect to matters relating to (i) the indemnification provisions set forth in Article VII hereof and (i) the Escrow Fund in accordance with the terms of Section 1.8 hereof and the Escrow Agreement.

Stockholder Representative. (a) The Named Stockholder is By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger, executing a Joinder Agreement or Warrant Cancellation Agreement or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, and without any further action of any of the Company Indemnitors or the Company, each Company Indemnitor shall be deemed to have approved the designation of, and hereby appointed designates, Fortis Advisors LLC as the representative, exclusive agent and attorney-in-fact for and on behalf of the Company Stockholders (Indemnitors as of the “Stockholder Representative”)Closing for all purposes in connection with this Agreement, the Escrow Agreement, the Engagement Letter and the other agreements ancillary hereto, including to give and receive notices and communications, to authorize satisfaction of claims by Parent, to object to such payments, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend claims arising out of this Agreement demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, to bring (or decide not to bring) actions on behalf of the Company Indemnitors, Selling Stockholders, Accredited Stockholders and Permitted Transferees to specifically enforce the terms of this Agreement, the Escrow Agreement and the other agreements ancillary hereto or for damages for breaches hereof or thereof, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing or (ii) permitted by the terms of this Agreement, the Escrow Agreement or the Engagement Letter. Notwithstanding the foregoing, the Stockholder Representative shall have no obligation to act on behalf of the Company Indemnitors, except as expressly provided herein and in the Engagement Letter, and for purposes of clarity, there are no obligations of the Stockholder Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The powers, immunities and rights to indemnification granted to the Stockholder Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Company Indemnitor and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Company Indemnitor of the whole or any fraction of his, her or its interest in the Escrow Account. The Stockholder Representative may resign at any time upon at least 10 days prior written notice to the Company Indemnitors. Such agency may be changed by the Company Stockholders Indemnitors from time to time upon not less than ten (10) calendar days’ 10 days prior written notice to Parent; provided that the Stockholder Representative may not be removed unless the former holders of a majority of Company Capital Stock agree to such removal and to the identity of the substituted agent. Any A vacancy in the position of Stockholder Representative shall may be filled by a majority-in-interest of the Company Stockholders. The Stockholder Representative may resign upon ten (10) calendar days’ prior written notice to Parent and the Company provided that no such resignation shall become effective until the appointment former holders of a successor Stockholder Representativemajority of Company Capital Stock. No bond shall be required of the Stockholder Representative. After the Closing, and the Stockholder Representative shall not receive compensation for its services. Notices notices or communications to or from the Stockholder Representative shall constitute notice to or from each Company Stockholder. Each Letter of Transmittal executed by the Company Stockholders pursuant to Section 1.7 hereof shall include an express agreement on behalf of such Company Stockholder to the appointment of the Named Stockholder to act as agent and attorney-in-fact for and on behalf of such Company Stockholder in accordance with the transactions contemplated by this Agreement, including, without limitation, with respect to matters relating to (i) the indemnification provisions set forth in Article VII hereof and (i) the Escrow Fund in accordance with the terms of Section 1.8 hereof and the Escrow AgreementIndemnitors.

Stockholder Representative. (a) The Named Stockholder is hereby appointed By virtue of the execution and delivery of a Joinder Agreement, and the adoption of this Agreement and approval of the Merger by the Stockholders, each of the Stockholders shall be deemed to have agreed to appoint Shareholder Representative Services LLC as its agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Stockholders (the “Stockholder Representative”), to give and receive notices and communicationscommunications in respect of indemnification claims under this Agreement to be recovered against the Escrow Fund, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of any indemnification claims hereunder by any Indemnified Party, to object to such payments, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend claims arising out of this Agreement demand arbitration and to comply with orders of courts and determinations 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 Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all 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 ten (10) calendar days’ 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. Any Notwithstanding the foregoing, in the event of a resignation of the Stockholder Representative or other vacancy in the position of Stockholder Representative shall Representative, such vacancy may be filled by the holders of a majority-in-majority in interest of the Company Stockholders. The Stockholder Representative may resign upon ten (10) calendar days’ prior written notice to Parent and the Company provided that no such resignation shall become effective until the appointment of a successor Stockholder RepresentativeEscrow Fund. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its servicesservices other than pursuant to the terms of that certain Stockholder Representative Agreement, dated on or about the date hereof, entered into by and among the Stockholder Representative, the Company and certain of the Stockholders. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each Company Stockholder. Each Letter of Transmittal executed by the Company Stockholders pursuant to Section 1.7 hereof shall include an express agreement on behalf of such Company Stockholder to the appointment of the Named Stockholder to act as agent and attorney-in-fact for and on behalf of such Company Stockholder in accordance with the transactions contemplated by this Agreement, including, without limitation, with respect to matters relating to (i) the indemnification provisions set forth in Article VII hereof and (i) the Escrow Fund in accordance with the terms of Section 1.8 hereof and the Escrow AgreementStockholders.

Stockholder Representative. (a) The Named Stockholder is hereby appointed By virtue of the approval of the Merger and this Agreement by the Company Stockholders, each of the Company Stockholders shall be deemed to have agreed to appoint Xxxx X. Xxxxxx as its agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Stockholders (the “Stockholder Representative”), to give and receive notices and communications, to authorize payment to any Indemnified Parties from the Escrow Fund in satisfaction of claims by such 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 payments, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend claims arising out of this Agreement demand arbitration and to comply with orders of courts and determinations 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 Company Stockholders from time to time upon not less than ten (10) calendar days’ 30 days prior written notice to Parent; 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. Any Notwithstanding the foregoing, a vacancy in the position of Stockholder Representative shall may be filled by the holders of a majority-in-interest majority of the Company Stockholders. The Stockholder Representative may resign upon ten (10) calendar days’ Capital Stock immediately prior written notice to Parent and the Company provided that no such resignation shall become effective until the appointment of a successor Stockholder RepresentativeEffective Time. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each Company Stockholder. Each Letter of Transmittal executed by the Company Stockholders pursuant to Section 1.7 hereof shall include an express agreement on behalf of such Company Stockholder to the appointment of the Named Stockholder to act as agent and attorney-in-fact for and on behalf of such Company Stockholder in accordance with the transactions contemplated by this Agreement, including, without limitation, with respect to matters relating to (i) the indemnification provisions set forth in Article VII hereof and (i) the Escrow Fund in accordance with the terms of Section 1.8 hereof and the Escrow AgreementStockholders.

Stockholder Representative. (a) The Named Stockholder is hereby appointed By virtue of the approval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Senior Preferred Stockholders shall be deemed to have agreed to appoint Xxxx Capital Venture 2001, L.P. as its agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Senior Preferred Stockholders (and upon any resignation of Xxxx Capital Venture 2001, L.P. as the “Stockholder Representative”), Neocarta Ventures, L.P. as its agent and attorney-in-fact, as the Stockholder Representative for and on behalf of the Senior Preferred Stockholders) to take any action pursuant to or in connection with Section 4.15 and Article VII, to give and receive notices and communications, to authorize payment to any Indemnified Party in satisfaction of claims by any Indemnified Party, to object to payments from the Indemnification Escrow Fund, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend claims arising out of this Agreement demand arbitration and to comply with orders of courts and determinations 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 Company Senior Preferred Stockholders from time to time upon not less than ten thirty (1030) calendar days’ days prior written notice to ParentBuyer; provided, however, that the Stockholder Representative may not be removed unless the Senior Preferred Stockholders holding (on an as-exercised basis) a majority of the outstanding shares of the Senior Preferred Stock held by the Senior Preferred Stockholders (as of immediately prior to the Effective Time) agree to such removal and to the identity of the substituted agent. Any vacancy in Xxxx Capital Venture 2001, L.P. may resign as the position Stockholder Representative at any time upon written notice to Buyer, whereupon Neocarta Ventures, L.P. shall immediately become the Stockholder Representative through no further action on the part of the Senior Preferred Stockholders. Notwithstanding the foregoing, the Stockholder Representative may resign at any time on notice to Buyer, and a replacement Stockholder Representative shall be filled elected by a majority-in-interest vote of a majority of the Company Stockholders. The outstanding shares of Senior Preferred Stock (as of immediately prior to the Effective Time), subject to the consent of Buyer, which consent shall not be unreasonably withheld; provided, further, that Neocarta Ventures, L.P. or any successor Stockholder Representative may Representative, as applicable, shall not resign upon ten (10) calendar days’ prior written notice to Parent until and the Company provided that no such resignation shall become effective until the appointment of unless a successor Stockholder RepresentativeRepresentative 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 any compensation for its services. Notices Written notices or communications to or from the Stockholder Representative shall constitute notice to or from each Company Stockholder. Each Letter of Transmittal executed by the Company Stockholders pursuant to Section 1.7 hereof shall include an express agreement on behalf of such Company Stockholder to the appointment of the Named Stockholder to act as agent and attorney-in-fact for and on behalf of such Company Stockholder in accordance with the transactions contemplated by this Agreement, including, without limitation, with respect to matters relating to (i) the indemnification provisions set forth in Article VII hereof and (i) the Escrow Fund in accordance with the terms of Section 1.8 hereof and the Escrow AgreementSenior Preferred Stockholders.

Stockholder Representative. (a) The Named Stockholder is hereby appointed By virtue of the approval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Escrow Participants shall be deemed to have agreed to appoint Xxxxx Xxxxxx as its agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Stockholders (Escrow Participants to take all actions under this Agreement that are to be taken by the “Stockholder Representative”), including to amend this Agreement, to waive any provision of this Agreement, to negotiate payments due pursuant to this Article VII, to give and receive notices and communications, to authorize a payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend claims arising out of this Agreement and to comply with orders of courts and determinations and awards with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Party against any Escrow Participant or by any such Escrow Participant against any Indemnified Party or any dispute between any Indemnified Party and any such Escrow Participant, in each case relating to this Agreement or the 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 Company Stockholders Escrow Participants from time to time upon not less than ten thirty (1030) calendar days’ 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. Any A vacancy in the position of Stockholder Representative shall may be filled by the holders of a majority-in-majority in interest of the Company StockholdersEscrow Fund. The In the event a vacancy in the position of Stockholder Representative may resign upon ten exists for fifteen (1015) calendar or more days’ prior written notice , Parent shall have the right to Parent and the Company provided that no such resignation shall become effective until the appointment petition a court of competent jurisdiction to appoint a successor replacement Stockholder Representative. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each Company Stockholder. Each Letter of Transmittal executed by the Company Stockholders pursuant to Section 1.7 hereof shall include an express agreement on behalf of such Company Stockholder to the appointment of the Named Stockholder to act as agent and attorney-in-fact for and on behalf of such Company Stockholder in accordance with the transactions contemplated by this Agreement, including, without limitation, with respect to matters relating to (i) the indemnification provisions set forth in Article VII hereof and (i) the Escrow Fund in accordance with the terms of Section 1.8 hereof and the Escrow AgreementParticipants.

Stockholder Representative. (a) The Named Stockholder In the event that the Merger is hereby approved, effective upon such vote, and without further act of any Stockholder, Shareholder Representative Services LLC, a Colorado limited liability company shall be appointed as agent and attorney-in-fact for and on behalf of the Company Stockholders (the “Stockholder Representative”) for each Stockholder (except such Stockholders, if any, as shall have perfected their appraisal rights under Delaware Law), for and on behalf of such Stockholders, to take all actions required or permitted by this Agreement or the Escrow Agreement, including without limitation to give and receive notices and communications, to authorize payment to Parent of funds from the Escrow Funds in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend claims arising out of this Agreement demand arbitration and to comply with orders of courts and determinations 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 Company Stockholders from time to time upon not less than ten thirty (1030) calendar days’ days prior written notice to ParentParent and Escrow Agent; provided that the Stockholder Representative may not be removed unless holders of a majority–in–interest of the Escrow Funds agree to such removal and to the identity of the substituted agent. Any If the Stockholder Representative shall resign or there is otherwise any vacancy in the position of Stockholder Representative shall Representative, such vacancy may be filled by approval of the holders of a majority-–in-–interest of the Company Stockholders. The Stockholder Representative may resign upon ten (10) calendar days’ prior written notice to Parent and the Company provided that no such resignation shall become effective until the appointment of a successor Stockholder RepresentativeEscrow Funds. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive compensation for his, her or its servicesservices other than pursuant to the terms of the Stockholder Representative Agreement entered into between Shareholder Representative Services LLC, the Company and certain of the Stockholders on or about the date hereof. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each Company Stockholder. Each Letter of Transmittal executed by the Company Stockholders pursuant to Section 1.7 hereof shall include an express agreement on behalf of such Company Stockholder to the appointment of the Named Stockholder to act as agent and attorney-in-fact Stockholders for and on behalf purposes of such Company Stockholder in accordance with the transactions contemplated by this Agreement, including, without limitation, with respect to matters relating to (i) the indemnification provisions set forth in Article VII hereof and (i) claims against the Escrow Fund in accordance with the terms of Section 1.8 hereof Funds under this Agreement and the Escrow Agreement.

Stockholder Representative. Each Stockholder hereby irrevocably authorizes and appoints Stig Xxxxxxx (a) The Named xxe "Stockholder is hereby appointed Representative"), as agent such Stockholder's representative and true and lawful attorney-in-fact for and agent to act in such Stockholder's name, place and stead as contemplated by Sections 6.10 and Articles V and VIII, and to execute in the name and on behalf of such Stockholder the Company Stockholders (the “Stockholder Representative”), to give and receive notices and communications, to agree to, negotiate and enter into settlements and compromises of claims, to demand, prosecute and defend claims arising out of this Escrow Agreement and any other agreement, certificate, instrument or document to comply be delivered by the Stockholders in connection with orders of courts and determinations and awards with respect to claims, and to take all actions necessary or appropriate in the judgment of Escrow Agreement. If the Stockholder Representative for or any successor shall resign, die, or become unable to act as the accomplishment Stockholder Representative, a replacement shall promptly be appointed by a writing signed by Stockholders who initially received a majority of the foregoing. Such agency may be changed by the Company Stockholders from time to time upon not less than ten (10) calendar days’ prior written notice to Parent. Any vacancy in the position of Closing Date Shares; provided, however, that such newly appointed Stockholder Representative shall be filled by have been a majority-in-interest member of the Board of Directors of the Company Stockholdersimmediately prior to the Closing Date. Any such successor Stockholder Representative shall have the same powers and duties as if appointed as the original Stockholder Representative hereunder. The Stockholder Representative may resign upon ten (10) calendar days’ prior written notice to Parent and or the Company provided that no such resignation Stockholders shall become effective until promptly notify Amazxx.xxx xx the appointment of a successor Stockholder Representative. No bond The Stockholders (other than the Stockholder Representative) shall, jointly and severally, indemnify the Stockholder Representative for, and hold him harmless against, any loss, liability, claim or expense, including reasonable attorney's fees, arising out of or in connection with his duties as Stockholder Representative under this Agreement and the Escrow Agreement, including the costs and expenses of defending himself against any such loss, liability, claim or expense in connection herewith, unless such loss, liability, claim or expense shall have been determined by a court of competent jurisdiction to be required a result of the Stockholder Representative, and the Stockholder Representative shall not receive compensation for its services. Notices 's gross negligence or communications to or from the Stockholder Representative shall constitute notice to or from each Company Stockholder. Each Letter of Transmittal executed by the Company Stockholders pursuant to Section 1.7 hereof shall include an express agreement on behalf of such Company Stockholder to the appointment of the Named Stockholder to act as agent and attorney-in-fact for and on behalf of such Company Stockholder in accordance with the transactions contemplated by this Agreement, including, without limitation, with respect to matters relating to (i) the indemnification provisions set forth in Article VII hereof and (i) the Escrow Fund in accordance with the terms of Section 1.8 hereof and the Escrow Agreementintentional misconduct.

Stockholder Representative. (a) The Named Stockholder is hereby appointed By virtue of the approval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Stockholders shall be deemed to have agreed to appoint Jxxx Xxxxxxx as its agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Stockholders (the “Stockholder Representative”), to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend claims arising out of this Agreement demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing, or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Company Stockholders from time to time upon not less than ten thirty (1030) calendar days’ 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. Any A vacancy in the position of Stockholder Representative shall may be filled by the holders of a majority-in-majority in interest of the Company Stockholders. The Stockholder Representative may resign upon ten (10) calendar days’ prior written notice to Parent and the Company provided that no such resignation shall become effective until the appointment of a successor Stockholder RepresentativeEscrow Fund. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each Company Stockholder. Each Letter of Transmittal executed by the Company Stockholders pursuant to Section 1.7 hereof shall include an express agreement on behalf of such Company Stockholder to the appointment of the Named Stockholder to act as agent and attorney-in-fact for and on behalf of such Company Stockholder in accordance with the transactions contemplated by this Agreement, including, without limitation, with respect to matters relating to (i) the indemnification provisions set forth in Article VII hereof and (i) the Escrow Fund in accordance with the terms of Section 1.8 hereof and the Escrow AgreementStockholders.

Stockholder Representative. (a) The Named By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Combination Transactions, and the consummation of the Combination Transaction, executing a Joinder Agreement or participating in the Combination Transactions and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Combination Transactions, and without any further action of any of the Company Stockholders, the Company Warrantholder or the Company, each Company Stockholder is and the Company Warrantholder shall be deemed to have approved the designation of, and hereby appointed designates, as of the Closing, Shareholder Representative Services LLC as the representative, exclusive agent and attorney-in-fact for and on behalf of the Company Stockholders and Company Warrantholder for all purposes in connection with this Agreement (including Article VII) and the “Stockholder Representative”)agreements ancillary hereto, including to give and receive notices and communications, to authorize satisfaction of claims by Parent, to object to such payments, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend claims arising out of this Agreement demand arbitration and to comply with orders of courts and determinations 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 foregoing, or (ii) permitted by the terms of this Agreement. Notwithstanding the foregoing, the Stockholder Representative shall have no obligation to act on behalf of the Company Stockholders or Company Warrantholder, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Stockholder Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule. The Stockholder Representative may resign at any time upon at least ten (10) days prior written notice to the Company Stockholders and Company Warrantholder. Such agency may be changed by the Company Stockholders and Company Warrantholder from time to time upon not less than ten (10) calendar days’ days prior written notice to Parent; provided, that the Stockholder Representative may not be removed unless the former holders of a majority of Company Capital Stock (on an as-converted basis) agree to such removal and to the identity of the substituted agent. Any A vacancy in the position of Stockholder Representative shall may be filled by a majority-in-interest of the Company Stockholders. The Stockholder Representative may resign upon ten (10) calendar days’ prior written notice to Parent and the Company provided that no such resignation shall become effective until the appointment former holders of a successor Stockholder Representativemajority of Company Capital Stock (on an as-converted basis). No bond shall be required of the Stockholder Representative, and . The engagement fee of the Stockholder Representative shall not receive compensation be paid by the Company prior to the Closing and considered a Transaction Expense for its servicespurposes of this Agreement. Notices After the Closing, notices or communications to or from the Stockholder Representative shall constitute notice to or from each Company Stockholder. Each Letter of Transmittal executed by the Company Stockholders pursuant to Section 1.7 hereof shall include an express agreement on behalf of such and Company Warrantholder. Furthermore, each Company Stockholder and the Company Warrantholder agrees to the appointment of Xxxxx Xxxx Xxxxxxxx as the Named Stockholder to act sole member of the “Advisory Committee” under that certain engagement letter, dated as agent and attorney-in-fact for and on behalf of such Company Stockholder in accordance the date hereof, with the transactions contemplated by this Agreement, including, without limitation, with respect to matters relating to (i) the indemnification provisions set forth in Article VII hereof and (i) the Escrow Fund in accordance with the terms of Section 1.8 hereof and the Escrow AgreementStockholder Representative.

Stockholder Representative. (a) The Named Stockholder is hereby appointed By virtue of the approval of the Merger and this Agreement by the Company Stockholders, each of the Effective Time Company Stockholders shall be deemed to have agreed to appoint Xxxxx X. Xxxxxx as its agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Effective Time Company Stockholders (the “Stockholder Representative”), to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend claims arising out of this Agreement demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Effective Time Company Stockholder or by any such Effective Time Company Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Effective Time Company Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the 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 Effective Time Company Stockholders from time to time upon not less than ten (10) calendar days’ 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. Any Notwithstanding the foregoing, a vacancy in the position of Stockholder Representative shall may be filled by the holders of a majority-in-majority in interest of the Company Stockholders. The Stockholder Representative may resign upon ten (10) calendar days’ prior written notice to Parent and the Company provided that no such resignation shall become effective until the appointment of a successor Stockholder RepresentativeEscrow Fund. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each the Effective Time Company Stockholder. Each Letter of Transmittal executed by the Company Stockholders pursuant to Section 1.7 hereof shall include an express agreement on behalf of such Company Stockholder to the appointment of the Named Stockholder to act as agent and attorney-in-fact for and on behalf of such Company Stockholder in accordance with the transactions contemplated by this Agreement, including, without limitation, with respect to matters relating to (i) the indemnification provisions set forth in Article VII hereof and (i) the Escrow Fund in accordance with the terms of Section 1.8 hereof and the Escrow AgreementStockholders.

Stockholder Representative. (a) The Named By virtue of the approval of the Merger and this Agreement by the requisite vote of the Stockholders, each of the Participating Stockholders shall be deemed to have agreed to appoint the Stockholder is hereby appointed Representative as its agent and attorney-in-fact fact, for and on behalf of the Company Stockholders (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 take any action pursuant to or in connection with Article VIII, to give and receive notices and communications, to authorize payment to any KIT Indemnified Parties in satisfaction of claims by any such KIT Indemnified Parties, to object to payments from the Escrow Fund, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend claims arising out of this Agreement demand arbitration and to comply with orders of courts and determinations 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 Company Participating Stockholders from time to time upon not less than ten thirty (1030) calendar days’ days prior written notice to ParentKIT; 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. Any vacancy in Notwithstanding the position of foregoing, the Stockholder Representative may resign at any time on notice to KIT, and a replacement Stockholder Representative shall be filled elected by a majority-in-interest vote of a majority of the Company Stockholders. 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 may Representative, shall not resign upon ten (10) calendar days’ prior written notice to Parent until and the Company provided that no such resignation shall become effective until the appointment of unless a successor Stockholder RepresentativeRepresentative 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 any compensation for its services. Notices Written notices or communications to or from the Stockholder Representative shall constitute notice to or from each Company Stockholder. Each Letter of Transmittal executed by the Company Stockholders pursuant to Section 1.7 hereof shall include an express agreement on behalf of such Company Stockholder to the appointment of the Named Stockholder to act as agent and attorney-in-fact for and on behalf of such Company Stockholder in accordance with the transactions contemplated by this Agreement, including, without limitation, with respect to matters relating to (i) the indemnification provisions set forth in Article VII hereof and (i) the Escrow Fund in accordance with the terms of Section 1.8 hereof and the Escrow AgreementParticipating Stockholders.

Stockholder Representative. (a) The Named Stockholder Xxx Xxxxxxxx is hereby appointed as agent and attorney-in-fact for and on behalf of the Company Stockholders (the “Stockholder Representative”)) for each Stockholder, (i) to give and receive notices and communicationscommunications to Parent and Acquisition Corp. for any purpose under this Agreement and the Additional Agreements, (ii) to agree to, negotiate and negotiate, enter into settlements and compromises of claims, to demand, prosecute and defend claims arising out of this Agreement demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to claimsany indemnification claims (including Third Party Claims) under Section 11.1 or other disputes arising under or related to this Agreement, (iii) to enter into and deliver the Escrow Agreement on behalf of each of the Stockholders, (iv) to authorize or object to delivery to Parent, Acquisition Corp. and the Surviving Corporation of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by Parent, Acquisition Corp. and the Surviving Corporation in accordance with the provisions of the Escrow Agreement, (v) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the Notes, the Warrants, the Guaranty, the Intercreditor Agreement and any other document or instrument executed in connection with the Agreement and the Merger and (vi) 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 Company Stockholders from time to time upon not no less than ten twenty (1020) calendar days’ days prior written notice to the Parent, the Acquisition Corp. and, if after the Effective Time, the Surviving Corporation, provided, however, that the Stockholder Representative may not be removed unless holders of at least 51% of all of the Company Preferred Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Stockholder Representative shall may be filled by a majority-in-interest approval of the holders of at least 51% of all of the Company StockholdersPreferred Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. The Any removal or change of the Stockholder Representative may resign upon ten (10) calendar days’ prior shall not be effective until written notice is delivered to Parent and the Company provided that no such resignation shall become effective until the appointment of a successor Stockholder RepresentativeParent. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive any compensation for its his services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from the Stockholders. The Stockholder Representative shall not be liable for any act done or omitted hereunder while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent or instruction of the Stockholder Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and shall be final, binding and conclusive upon each Company Stockholderof the Stockholders. Each Letter In order to aid the Stockholder Representative in the performance of Transmittal executed his duties hereunder, the Stockholders shall contribute at Closing the amount of One Hundred Thousand ($100,000) Dollars (the “Expense Fund”) from the Closing Payment, on a pro rata basis, to a fund to be established by the Company Stockholders pursuant Stockholder Representative to Section 1.7 hereof cover the costs and expenses that may be incurred by the Stockholder Representative. Upon the cessation of his duties hereunder, any amount in the Expense Fund shall include an express agreement on behalf of such Company Stockholder be returned to the appointment Stockholders on a pro rata basis. The Stockholders shall severally indemnify the Stockholder Representative and hold him harmless against any loss, liability, or expense incurred without gross negligence or bad faith on the part of the Named Stockholder to act as agent Representative and attorney-in-fact for and on behalf arising out of such Company Stockholder or in accordance connection with the transactions contemplated by acceptance or administration of his duties hereunder. Notwithstanding anything in this AgreementSection 14.13 to the contrary, including, without limitation, the Stockholder Representative shall have no obligation or authority with respect to matters relating to (i) any indemnification claims against a Stockholder made by Parent, Acquisition Corp. or the indemnification provisions set forth in Article VII hereof and (i) the Escrow Fund in accordance with the terms Surviving Corporation under Section 11.2. [The balance of Section 1.8 hereof and the Escrow Agreement.this page is intentionally left blank] 64

Stockholder Representative. (a) By virtue of the approval and adoption of this Agreement by the delivery of the Required Company Stockholder Vote, each Company Stockholder (for purposes of this Section 10.11, Company Stockholders shall not include any holder of Dissenting Shares) shall be deemed to have agreed to appoint the Stockholder Representative to act as the authorized representative of the Company Stockholders with respect to all matters requiring any action or decision by the Company Stockholders. The Named Stockholder is hereby appointed Representative shall thereupon be authorized as agent and attorney-in-fact for each Company Stockholder, for and on behalf their behalf, to enforce all of the Company Stockholders their rights under this Agreement, including, without limitation, (the “Stockholder Representative”), i) to give and receive notices and communications, (ii) to authorize delivery to any Indemnified Party of Escrow Shares in satisfaction of claims by such Indemnified Party, (iii) to dispute that the Indemnified Party is entitled to receive any Escrow Shares, (iv) to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute demand arbitration and defend claims arising out of this Agreement and to comply with orders of courts and determinations awards of arbitrators, and awards with respect (v) to claims, enforce and to take all actions either (1) necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoingforegoing or (2) specifically mandated by the terms of this Agreement, the Escrow Agreement or the CVR Agreement. Such agency appointment may be changed by a majority in interest of the Company Stockholders from time to time upon not less than ten thirty (1030) calendar days’ prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless a majority in interest of the Company Stockholders agree to such removal and to the identity of the substituted representative. Notwithstanding the foregoing, the Stockholders’ Representative may resign at any time by providing written notice of intent to resign to the Company Stockholders, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the holders of a majority in interest of the Company Stockholders. Any vacancy in the position of Stockholder Representative shall may be filled by approval of a majority-in-majority in interest of the Company Stockholders. The Stockholder Representative may resign upon ten (10) calendar days’ prior written notice to Parent and the Company provided that no such resignation shall become effective until the appointment of a successor Stockholder Representative. No bond shall be required of the Stockholder Representative, and the Stockholder Representative shall not receive compensation for its services. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each Company Stockholder. Each Letter of Transmittal executed by the Company Stockholders pursuant to Section 1.7 hereof shall include an express agreement on behalf of such Company Stockholder to the appointment of the Named Stockholder to act as agent and attorney-in-fact for and on behalf of such Company Stockholder in accordance with the transactions contemplated by this Agreement, including, without limitation, with respect to matters relating to (i) the indemnification provisions set forth in Article VII hereof and (i) the Escrow Fund in accordance with the terms of Section 1.8 hereof and the Escrow Agreement.

Stockholder Representative. (a) The Named Stockholder is hereby appointed By virtue of the approval of the Merger and this Agreement by the Company Securityholders and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each of the Company Securityholders shall be deemed to have agreed to appoint Shareholder Representative Services LLC, a Colorado limited liability company, as its agent and attorney-in-fact fact, as the Stockholder Representative for and on behalf of the Company Stockholders (the “Stockholder Representative”), Securityholders to give and receive notices and communications, to authorize payment to any Indemnified Parties from the Escrow Fund in satisfaction of claims by such Indemnified Parties pursuant to Section 8.1(a), to object to such payments, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend claims arising out of this Agreement demand arbitration and to comply with orders of courts and determinations 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 Securityholder or by any such Company Securityholder against any Indemnified Parties or any dispute between any Indemnified Parties and any such Company Stockholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the 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 or such agency may be changed by the Company Stockholders Securityholders from time to time upon not less than ten (10) calendar days’ days prior written notice to Parent; 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. Any Notwithstanding the foregoing, a vacancy in the position of Stockholder Representative shall may be filled by the holders of a majority-in-interest majority of the Company Stockholders. The Stockholder Representative may resign upon ten (10) calendar days’ Capital Stock immediately prior written notice to Parent and the Company provided that no such resignation shall become effective until the appointment of a successor Stockholder RepresentativeEffective Time. No bond shall be required of the Stockholder Representative, Representative and the Stockholder Representative shall not receive any compensation for its servicesservices other than pursuant to the terms of the Stockholder Representative Agreement entered into between Shareholder Representative Services LLC, the Company and certain of the Company’s stockholders on or about the date hereof. Notices or communications to or from the Stockholder Representative shall constitute notice to or from each the Company StockholderSecurityholders. Each Letter of Transmittal executed by Company Securityholder hereby agrees to receive correspondence from the Company Stockholders pursuant to Section 1.7 hereof shall include an express agreement on behalf of such Company Stockholder to the appointment of the Named Stockholder to act as agent and attorney-in-fact for and on behalf of such Company Stockholder in accordance with the transactions contemplated by this Agreement, including, without limitation, with respect to matters relating to (i) the indemnification provisions set forth in Article VII hereof and (i) the Escrow Fund in accordance with the terms of Section 1.8 hereof and the Escrow AgreementRepresentative.