Common use of Stockholders’ Agent Clause in Contracts

Stockholders’ Agent. (a) The Stockholders shall be represented for certain purposes under this Agreement and the other Operative Agreements by the Stockholders Agent. By executing this Agreement, the Stockholders irrevocably constitutes and appoints the Stockholders Agent as the true and lawful agent and attorney-in-fact of such Person to act on behalf of such Person as provided in this Agreement, including to take any action deemed by it necessary or appropriate to carry out the provisions of, and to determine the rights of such Person under, this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby. The Stockholders Agent is so designated as the sole and exclusive agent of the Stockholders for all purposes related to this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including (i) service of process upon any of such Person, (ii) receipt of all notices on behalf of any of such Person, (iii) amending and modifying this Agreement and the other Operative Agreements or waiving provisions of this Agreement and the other Operative Agreements; provided, however, that the Stockholders Agent may not change the number of shares of Mariner Common to be received by each Stockholder and (iv) representation of any of the Stockholders with respect to the Merger or any litigation, arbitration or other proceeding in respect of this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including the defense, settlement or compromise of any claim, action or proceeding for which any Stockholder may be obligated to indemnify any indemnified party pursuant to Article XI of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders Agent.

Stockholders’ Agent. (a) The Stockholders shall be represented for certain purposes under this Agreement and In the other Operative Agreements event that the Merger is approved by the Stockholders Agent. By executing this AgreementTarget stockholders, the Stockholders irrevocably constitutes effective upon such vote, and appoints the Stockholders Agent without further act of any Target stockholder, Petex Xxxxxxxx xxxll be appointed as the true and lawful agent and attorney-in-fact of such Person to act (the "STOCKHOLDERS' AGENT") for and on behalf of each stockholder of Target (except such Person stockholders, if any, as provided shall have perfected their dissenters' rights under Delaware Law), to give and receive notices and communications, to authorize delivery to Acquiror of shares of Acquiror Common Stock from the Escrow Fund in this Agreementsatisfaction of claims by Acquiror, including 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 any action deemed by it all actions necessary or appropriate to carry out in the provisions of, and to determine the rights of such Person under, this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby. The Stockholders Agent is so designated as the sole and exclusive agent judgment of the Stockholders Stockholders' Agent for all purposes related the accomplishment of the foregoing. Such agency may be changed by the stockholders of Target from time to this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including time upon not less than thirty (i30) service of process upon any of such Person, (ii) receipt of all notices on behalf of any of such Person, (iii) amending and modifying this Agreement and the other Operative Agreements or waiving provisions of this Agreement and the other Operative Agreementsdays prior written notice to Acquiror; provided, however, that the Stockholders Stockholders' Agent may not change be removed unless holders of a two-thirds interest in the number of shares of Mariner Common Escrow Fund agree to be received by each Stockholder such removal and (iv) representation of any to the identity of the Stockholders with respect to substituted stockholders' agent. Any vacancy in the Merger or any litigationposition of the Stockholders' Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholders' Agent, arbitration or other proceeding in respect of this Agreement and the other Operative Agreements Stockholders' Agent shall not receive compensation for his services. Notice or in connection with communications to or from the transactions contemplated hereby and thereby, including the defense, settlement Stockholders' Agent shall constitute notice to or compromise of any claim, action or proceeding for which any Stockholder may be obligated to indemnify any indemnified party pursuant to Article XI from each of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders Agentstockholders of Target.

Stockholders’ Agent. (a) The At least 5 Business Days prior to the Closing Date the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders shall be represented Agent”) to act as agent for certain purposes under and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this Agreement and the other Operative Agreements ARTICLE 9 solely with respect to indemnification claims by the Stockholders Agent. By executing this AgreementParent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Stockholders irrevocably constitutes Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and appoints compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent as for the true and lawful agent and attorney-in-fact of such Person to act on behalf of such Person as provided in this Agreement, including to take any action deemed by it necessary or appropriate to carry out the provisions of, and to determine the rights of such Person under, this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby. The Stockholders Agent is so designated as the sole and exclusive agent accomplishment of the Stockholders for all purposes related to this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including (i) service of process upon any of such Person, (ii) receipt of all notices on behalf of any of such Person, (iii) amending and modifying this Agreement and the other Operative Agreements or waiving provisions of this Agreement and the other Operative Agreementsforegoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent may not change the number of shares of Mariner Common shall constitute notice to be received by or from each Stockholder and (iv) representation of any of the Company Stockholders solely with respect to indemnification claims by the Merger or any litigation, arbitration or other proceeding in respect Parent Indemnified Parties to be satisfied solely by the delivery of this Agreement and Escrow Shares to the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including the defense, settlement or compromise of any claim, action or proceeding for which any Stockholder may be obligated to indemnify any indemnified party pursuant to Article XI of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders Agentapplicable Parent Indemnified Parties.

Stockholders’ Agent. (a) The Stockholders shall be represented for certain purposes under this Agreement By virtue of their approval of the Merger and the other Operative Agreements by the Stockholders Agent. By executing this Agreement, the Merger Stockholders shall have approved, among other matters, the indemnification and escrow terms set forth in Section 9 and shall irrevocably constitutes appoint a committee consisting of a designee of VantagePoint Venture Partners (initially to be Xxxxxxx Xxxxx), Xxxxxx Xxxxxxxx and appoints Xxxx Xxx (the Stockholders "Stockholders' Agent Subcommittee") as their agent for purposes of Section 9 and Section 10.3 (the true "Stockholders' Agent") to give and lawful agent receive notices and attorney-in-fact communications, to authorize delivery to Parent of Parent Common Stock, cash or other property from the Escrow Fund, to object to such Person deliveries, to act on behalf agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 3 of such Person as provided in this Agreementthe Escrow Agreement and comply with orders of courts and awards of arbitrators with respect to indemnification claims, including and to take any action deemed by it all actions necessary or appropriate to carry out in the provisions ofjudgment of the Stockholders' Agent for the accomplishment of the foregoing, and to determine including, without limitation, entering into the rights of such Person under, this Escrow Agreement and carrying out all such actions set forth thereunder. Each of the other Operative Agreements or in connection with members of the transactions contemplated hereby Stockholders' Agent Subcommittee accept their appointment to the Stockholders' Agent Subcommittee and thereby. The Stockholders Agent is so designated collectively accept appointment as the sole and exclusive agent Stockholders' Agent. Any action, authorization, resolution or other matter approved, made or taken by at least two of the Stockholders three members of the Stockholders' Agent Subcommittee, shall be deemed for all purposes related hereunder and pursuant to this the Escrow Agreement to be an action taken by the Stockholders' Agent and all references herein to the other Operative Agreements or "Stockholders' Agent" shall be the action taken by the Stockholders' Agent Subcommittee in connection accordance hereof. Parent shall be entitled to deal exclusively with the transactions contemplated hereby Stockholders' Agent on all matters relating to Section 9 and therebySection 10.3, including and shall be entitled to rely conclusively (iwithout further evidence of any kind whatsoever) service of process upon on any of such Person, (ii) receipt of all notices document executed or purported to be executed on behalf of any Indemnitor by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of any Indemnitor by the Stockholders' Agent, as fully binding upon such Indemnitor. If any member of Stockholders' Agent Subcommittee shall die, become disabled or otherwise be unable to fulfill his or her responsibilities as agent of the Indemnitors, then the Indemnitors shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such Person, (iii) amending successor. Any such successor shall become a member of "Stockholders' Agent Subcommittee" for purposes of Section 9 and modifying this Agreement and the other Operative Agreements or waiving provisions of this Agreement and the other Operative Agreements; provided, however, that the Stockholders Agent may not change the number of shares of Mariner Common to be received by each Stockholder and (iv) representation of any of the Stockholders with respect to the Merger or any litigation, arbitration or other proceeding in respect of this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including the defense, settlement or compromise of any claim, action or proceeding for which any Stockholder may be obligated to indemnify any indemnified party pursuant to Article XI of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders Agent.this

Stockholders’ Agent. (a) The Stockholders shall be represented for certain purposes under this By virtue of their approval of the Merger and the Reorganization Agreement and the other Operative Agreements by the Stockholders Agent. By executing their execution of this Agreement, the Merger Stockholders shall have approved the indemnification and escrow terms set forth in the Reorganization Agreement and this Agreement and shall have agreed to irrevocably constitutes and appoints the Stockholders Agent as the true and lawful agent and attorney-in-fact of appoint such Person or Entity as a majority in interest of the Merger Stockholders shall appoint prior to act on behalf the Closing as Stockholders' Agent, to give and receive notices and communications, to authorize delivery to Parent of Parent Common Stock, cash or other property from the Escrow Fund, to object to such Person as provided in deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 3 of this AgreementAgreement and comply with orders of courts and awards of arbitrators with respect to such claims, including and to take any action deemed by it all actions necessary or appropriate to carry out in the provisions ofjudgment of the Stockholders' Agent for the accomplishment of the foregoing. The Stockholders' Agent shall not be responsible for, and to determine the rights Merger Stockholders by virtue of such Person under, their approval of the Merger and the Reorganization Agreement and their execution of this Agreement and shall be deemed to release the other Operative Agreements Stockholders' Agent from, any loss suffered by, or liability of any kind to, the Merger Stockholders arising out of any act done or omitted by the Stockholders' Agent in connection with the transactions contemplated hereby and thereby. The Stockholders Agent is so designated as the sole and exclusive agent acceptance or administration of the Stockholders' Agent's duties hereunder, unless such act or omission involves willful fraud or other willful misconduct by the Stockholders' Agent. By virtue of their approval of the Merger and this Agreement, the Merger Stockholders for hereby agree to pay (i) the reasonable fees of the Stockholders' Agent relating to his services performed in such capacity as set forth on EXHIBIT D hereto and (ii) all purposes related to this Agreement reasonable costs and expenses, including those of any legal counsel or other professional retained by the other Operative Agreements or Stockholders' Agent, in connection with the transactions contemplated hereby acceptance and therebyadministration of the Stockholders' Agent's duties hereunder, including in each case to the extent set forth in Section 10.1 of the Reorganization Agreement. To the extent set forth in Section 10.1 of the Reorganization Agreement, subject to the prior right of Parent to make claims for Damages, the Stockholders' Agent shall have the right to recover from the Escrow Fund, prior to any distribution to the Merger Stockholders pursuant to Section 4 hereof, a number of Escrow Shares set forth in a certificate of the Stockholders' Agent (and executed by Parent to acknowledge its agreement to the distribution) delivered to the Escrow Agent at least two (2) business days prior to the date on which a distribution is to be made to the Merger Stockholders equal to the quotient obtained by dividing (i) service of process upon any of reasonable fees, costs and expenses set forth in such Personcertificate, (ii) receipt of all notices on behalf including those of any of such Person, (iii) amending and modifying this Agreement and the other Operative Agreements or waiving provisions of this Agreement and the other Operative Agreements; provided, however, that the Stockholders Agent may not change the number of shares of Mariner Common to be received by each Stockholder and (iv) representation of any of the Stockholders with respect to the Merger or any litigation, arbitration legal counsel or other proceeding in respect of this Agreement and professional retained by the other Operative Agreements or Stockholders' Agent, in connection with the transactions contemplated hereby acceptance and therebyadministration of the Stockholders' Agent's duties hereunder, including by (ii) the defenseStipulated Value. In addition, settlement or compromise the Stockholders' Agent shall have the right to recover from the Escrow Fund, prior to any distribution to any individual Merger Stockholder pursuant to Section 4 hereof, a number of Escrow Shares set forth in a certificate of the Stockholders' Agent delivered to the Escrow Agent at least two (2) business days prior to the date on which a distribution is to be made to such Merger Stockholder equal to the quotient obtained by dividing (i) the amount of any claimAdditional Capital Contribution such Merger Stockholder has failed to make to the Stockholders' Agent under and in accordance with the Limited Liability Company Operating Agreement for CO Space Stockholders' Agent LLC (the "LLC Agreement") as set forth in such certificate, action or proceeding for by (ii) the Stipulated Value; PROVIDED, HOWEVER, that in no event shall the Stockholders' Agent recover more Escrow Shares than the number of Escrow Shares which any such Merger Stockholder may would otherwise be obligated entitled to indemnify any indemnified party pursuant to Article XI of the Participation Agreement or which may be brought against any Stockholder to enforce receive in such indemnify. The Stockholders shall act only through the Stockholders Agentdistribution.

Stockholders’ Agent. (a) The Stockholders shall be represented for certain purposes under Company Holders, by approving this Agreement and the transactions contemplated hereby, irrevocably appoint and constitute Concord (K.T.) Venture Management Ltd. as the Stockholders’ Agent for and on behalf of the Company Holders to execute and deliver this Agreement and the Escrow Agreement and for all other Operative Agreements purposes hereunder and thereunder, to give and receive notices and communications, to authorize delivery to Parent of the applicable portion of the Escrow Fund in satisfaction of claims by the Stockholders Agent. By executing Parent Indemnified Persons, 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, to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement, in accordance with Section 7.4 and Section 7.5 of this Agreement, and the Stockholders irrevocably constitutes Escrow Agreement, to make and appoints settle determinations and calculations with respect to distributions and allocations of the Stockholders Aggregate Merger Consideration hereunder, including without limitation, the Shareholder Earnout Amount and amounts to be distributed out of the Escrow Fund, and to take all actions necessary or appropriate in the judgment of the Stockholders’ Agent as for the true accomplishment of any or all of the foregoing. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days’ prior written notice to all of the Indemnifying Persons and lawful agent to Parent. No bond shall be required of the Stockholders’ Agent, and attorney-in-fact the Stockholders’ Agent shall receive no compensation for his services. Notices or communications to or from the Stockholders’ Agent shall constitute notice to or from each of such Person the Indemnifying Persons. Notwithstanding the foregoing, the Stockholders’ Agent shall not be deemed to represent or act on behalf of such Person as provided in this Agreement, including to take any action deemed by it necessary Company Holder or appropriate to carry out the provisions of, and to determine the rights of such Person under, this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby. The Stockholders Agent is so designated as the sole and exclusive agent of the Stockholders for all purposes related to this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including (i) service of process upon any of such Person, (ii) receipt of all notices on behalf of any of such Person, (iii) amending and modifying this Agreement and the other Operative Agreements or waiving provisions of this Agreement and the other Operative Agreements; provided, however, that the Stockholders Agent may not change the number of shares of Mariner Common to be received by each Stockholder and (iv) representation of any of the Stockholders Earnout Holder with respect to the Merger or any litigation, arbitration Tax or other proceeding individual matters of such Company Holder, and a notice in this respect of this Agreement and to the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including the defense, settlement or compromise of any claim, action or proceeding for which any Stockholder may Stockholders’ Agent shall not be obligated deemed to indemnify any indemnified party pursuant be a notice to Article XI of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders AgentCompany Holder.

Stockholders’ Agent. Stockholders hereby irrevocably appoint David Becker as his, her ox xxx xxxxx and as the agent for purposes of all matters relating to this Agreement, the Merger Agreement and the Escrow Agreement (a) The Stockholders the "Stockholders' Agent"), and David Becker hereby acceptx xxx xxxxxxtment as the Stockholders' Agent. Parent shall be represented entitled to deal exclusively with the Stockholders' Agent on all matters relating to this Agreement and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of Stockholders by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of Stockholders by the Stockholders' Agent, as fully binding upon Stockholders. If the Stockholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Stockholders, then the former stockholders of Company holding a majority of the shares of Parent Common Stock issued pursuant to the Merger and the Stock Purchase shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Stockholders' Agent" in accordance with this Section 11. The Stockholders' Agent shall be reimbursed by the Stockholders for certain purposes his reasonable out-of-pocket expenses incurred in connection with serving as the Stockholders' Agent under this Agreement and the other Operative Agreements by Escrow Agreement. Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent while acting in good faith and in the exercise of reasonable judgment. The Stockholders Agent. By executing this Agreementshall severally indemnify Stockholders' Agent and hold Stockholders' Agent harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the Stockholders irrevocably constitutes part of Stockholders' Agent and appoints the Stockholders Agent as the true and lawful agent and attorney-in-fact arising out of such Person to act on behalf of such Person as provided in this Agreement, including to take any action deemed by it necessary or appropriate to carry out the provisions of, and to determine the rights of such Person under, this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby acceptance or administration of Stockholders' Agent's duties hereunder and thereby. The Stockholders Agent is so designated as under the sole and exclusive agent of the Stockholders for all purposes related to this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including (i) service of process upon any of such Person, (ii) receipt of all notices on behalf of any of such Person, (iii) amending and modifying this Agreement and the other Operative Agreements or waiving provisions of this Agreement and the other Operative Agreements; provided, however, that the Stockholders Agent may not change the number of shares of Mariner Common to be received by each Stockholder and (iv) representation of any of the Stockholders with respect to the Merger or any litigation, arbitration or other proceeding in respect of this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and therebyEscrow Agreement, including the defense, settlement or compromise reasonable fees and expenses of any claim, action or proceeding for which any Stockholder may be obligated to indemnify any indemnified party pursuant to Article XI of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders legal counsel retained by Stockholders' Agent.

Stockholders’ Agent. (a) The Stockholders shall be represented for certain purposes under this Agreement hereby irrevocably nominate, constitute and the other Operative Agreements by the Stockholders Agent. By executing this Agreementappoint Canaan Equity Partners II, the Stockholders irrevocably constitutes and appoints the Stockholders Agent LLC, a Delaware limited liability company ("Canaan Partners"), as the agent and true and lawful agent and attorney-in-fact of such Person the Stockholders (the "Stockholders' Agent"), with full power of substitution, to act in the name, place and stead of the Stockholders for purposes of executing any documents and taking any actions that the Stockholders' Agent may, in his sole discretion, determine to be necessary, desirable or appropriate in connection with any claim for indemnification, compensation or reimbursement under Section 9 or under the Indemnification Escrow Agreement. Canaan Partners hereby accepts his appointment as Stockholders' Agent. The Stockholders hereby grant to the Stockholders' Agent full authority to execute, deliver, acknowledge, certify and file on behalf of the Stockholders (in the name of any or all of the Stockholders or otherwise) any and all documents that the Stockholders' Agent may, in his sole discretion, determine to be necessary, desirable or appropriate, in such Person forms and containing such provisions as provided the Stockholders' Agent may, in his sole discretion, determine to be appropriate, in performing his duties as contemplated by Section 9.1(a). Notwithstanding anything to the contrary contained in this Agreement, including to take Agreement or in any action deemed by it necessary or appropriate to carry out the provisions of, and to determine the rights of such Person under, this Agreement and the other Operative Agreements or agreement executed in connection with the transactions contemplated hereby and thereby. The Stockholders Agent is so designated as the sole and exclusive agent of the Stockholders for all purposes related to this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including hereby: (i) service of process upon Parent and the Company shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to any of such Personclaim for indemnification, compensation or reimbursement under Section 9 or under the Indemnification Escrow Agreement; and (ii) receipt each Indemnitee shall be entitled to rely conclusively (without further evidence of all notices any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of any Stockholder by the Stockholders' Agent, as fully binding upon such Person, Stockholder. The Stockholders recognize and intend that the power of attorney granted in Section 10.1(a): (i) is coupled with an interest and is irrevocable; (ii) may be delegated by the Stockholders' Agent; and (iii) amending shall survive the death or incapacity of each of the Stockholders. If the Stockholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities hereunder, the Stockholders shall (by majority vote), within ten days after such death or disability, appoint a successor to the Stockholders' Agent and modifying immediately thereafter notify Parent of the identity of such successor. Any such successor shall succeed the Stockholders' Agent as Stockholders' Agent hereunder. If for any reason there is no Stockholders' Agent at any time, all references herein to the Stockholders' Agent shall be deemed to refer to the Stockholders. By adopting this Agreement and approving the other Operative Agreements or waiving provisions of this Agreement and the other Operative Agreements; providedMerger, however, that the Stockholders Agent may not change the number of shares of Mariner Common to be received by each Stockholder and (iv) representation of any all of the Stockholders with respect to the Merger or any litigation, arbitration or other proceeding in respect of this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including the defense, settlement or compromise of any claim, action or proceeding for which any Stockholder may be obligated to indemnify any indemnified party pursuant to Article XI of the Participation Agreement or which may be brought against any Stockholder Company irrevocably nominate, constitute and appoint Canaan Partners as Stockholders' Agent for purposes of distributing the cash payments to enforce such indemnify. The Stockholders shall act only through the Stockholders Agentin accordance with Section 1.3(b).

Stockholders’ Agent. (a) The Stockholders shall be represented for certain purposes under this Agreement and In the other Operative Agreements event that the Merger is approved by the Stockholders stockholders of Target, effective upon such approval and without further act of any Target Stockholder, Xxxxxx Xxxxxxxx and Xxxxx Xxxxx shall each be appointed and constituted as agents (each in such capacity, together with any successor thereto, a "Stockholders' Agent. By executing this Agreement" and together in such capacity, the Stockholders irrevocably constitutes "Stockholders' Agents") for and appoints the Stockholders Agent as the true and lawful agent and attorney-in-fact of such Person to act on behalf of the Target Stockholders to give and receive notices and communications, to authorize delivery to Acquiror of the Acquiror Common Stock or other property from the Escrow Fund in satisfaction of claims by Acquiror, to object to such Person as provided in this Agreementdeliveries, including 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 any action deemed by it all actions necessary or appropriate in the judgment of the Stockholders' Agent for the accomplishment of the foregoing. No bond shall be required of the Stockholders' Agents. Upon resignation, disability or death of either Stockholders' Agent, the holders of a majority in interest in the Escrow Fund (excluding the Performance Option Shares) may designate a successor Stockholders' Agent who shall succeed to carry out the provisions of, and to determine all of the rights and privileges of the former Stockholders' Agent; provided that any successor must be a Target Stockholder and, provided further, that such Person under, this Agreement and the other Operative Agreements or in connection successor may be selected only with the transactions contemplated hereby and therebyprior written consent of Acquiror, which consent may not be unreasonably withheld. The Stockholders Agent is so designated as the sole and exclusive agent Notices or communications to or from either of the Stockholders for all purposes related Stockholders' ------ Agents shall constitute notice to this Agreement and or from each of the other Operative Agreements or in connection with Target Stockholders. In the transactions contemplated hereby and thereby, including (i) service of process upon any of such Person, (ii) receipt of all notices on behalf event of any of such Person, (iii) amending and modifying this Agreement and the other Operative Agreements or waiving provisions of this Agreement and the other Operative Agreements; provided, however, that conflict between communications from the Stockholders Agent may not change Agents, the number Company shall be entitled to rely on the communications of shares of Mariner Common to be received by each Stockholder and (iv) representation of any of either Stockholders' Agent, in the Stockholders with respect to the Merger or any litigation, arbitration or other proceeding in respect of this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including the defense, settlement or compromise of any claim, action or proceeding for which any Stockholder may be obligated to indemnify any indemnified party pursuant to Article XI of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders AgentCompany's sole discretion.

Stockholders’ Agent. (a) The Stockholders shall be represented for certain purposes under this Agreement and By virtue of the other Operative Agreements by the Stockholders Agent. By executing adoption of this Agreement, the Merger Stockholders irrevocably constitutes appoint Dxxx Xxxxxxxx as their agent for purposes of Section 4 and appoints this Section 5.1 (the Stockholders Agent as “Stockholders’ Agent”) to give and receive notices and communications, to authorize delivery to an Indemnitee of Parent Common Stock, cash or other property under the true Escrow Agreement, to agree to, negotiate, enter into settlements and lawful agent compromises of indemnification, reimbursement or compensation claims, and attorney-in-fact of such Person to take all other actions necessary or appropriate to act on behalf of such Person as provided in the Merger Stockholders under this Agreement, including . Dxxx Xxxxxxxx hereby accepts his appointment as the Stockholders’ Agent. Parent shall be entitled to take any action deemed by it necessary or appropriate deal exclusively with the Stockholders’ Agent on all matters relating to carry out the provisions ofSection 4, and shall be entitled to determine the rights rely conclusively (without further evidence of such Person under, this Agreement and the other Operative Agreements any kind whatsoever) on any document executed or in connection with the transactions contemplated hereby and thereby. The Stockholders Agent is so designated as the sole and exclusive agent of the Stockholders for all purposes related purported to this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including (i) service of process upon any of such Person, (ii) receipt of all notices be executed on behalf of any Merger Stockholder by the Stockholders’ Agent, and on any other action taken or purported to be taken on behalf of any Merger Stockholder by the Stockholders’ Agent, as fully binding upon such PersonMerger Stockholder. If the Stockholders’ Agent shall voluntarily resign, (iii) amending and modifying this Agreement and die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the other Operative Agreements or waiving provisions Merger Stockholders, then Persons who immediately prior to the execution of this Agreement and held a majority of the other Operative Agreements; provided, however, that the Stockholders Agent may not change the number of shares of Mariner Common to be received by each Stockholder and (iv) representation of any Company Capital Stock then outstanding shall promptly appoint a successor agent and, promptly thereafter, shall notify Parent of the Stockholders with respect identity of such successor. Any such successor shall become the “Stockholders’ Agent” for purposes of Section 4 and this Section 5.1. If for any reason there is no Stockholders’ Agent at any time, all references herein to the Merger or any litigation, arbitration or other proceeding in respect of this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including the defense, settlement or compromise of any claim, action or proceeding for which any Stockholder may Stockholders’ Agent shall be obligated deemed to indemnify any indemnified party pursuant refer to Article XI of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders AgentDxxx Xxxxxxxx.

Stockholders’ Agent. (a) The Stockholders In the event that the Merger is approved by the Target stockholders, effective upon such vote, and without further act of any Target stockholder, Xxxx X. Xxxxxxxx, shall be represented for certain purposes under this Agreement and the other Operative Agreements by the Stockholders Agent. By executing this Agreement, the Stockholders irrevocably constitutes and appoints the Stockholders Agent appointed as the true and lawful agent and attorney-in-fact (the "STOCKHOLDERS' AGENT") for each stockholder of Target (except such Person to act stockholders, if any, as shall have perfected their dissenters' rights under Delaware Law), for and on behalf of the Former Target Stockholders, (i) to give and receive notices and communications to authorize delivery to Acquiror of shares of Acquiror Common Stock or cash from the Escrow Fund in satisfaction of claims by Acquiror, to object to such Person as provided in this Agreementdeliveries, including 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 any action deemed by it all actions necessary or appropriate to carry out in the provisions of, and to determine the rights of such Person under, this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby. The Stockholders Agent is so designated as the sole and exclusive agent judgment of the Stockholders Stockholders' Agent for all purposes related to this Agreement and the other Operative Agreements or in connection with accomplishment of the transactions contemplated hereby and thereby, including (i) service of process upon any of such Personforegoing, (ii) receipt of all notices to enter into the Stock Restriction Agreement on behalf of any the Former Target Stockholders and the holders of such PersonTarget Warrants and convertible notes, and (iii) amending to enter into the Registration Rights Agreement on behalf of the Former Target Stockholders and modifying this Agreement and holders of Target Warrants. Such agency may be changed by the other Operative Agreements or waiving provisions stockholders of this Agreement and the other Operative AgreementsTarget from time to time upon not less than 30 days prior written notice to Acquiror; providedPROVIDED, howeverHOWEVER, that the Stockholders Stockholders' Agent may not change be removed unless holders of a two-thirds interest in the number Escrow Fund (with the Escrow Shares being valued at the Adjusted Closing Stock Price for purposes of shares of Mariner Common this calculation) agree to be received by each Stockholder such removal and (iv) representation of any to the identity of the Stockholders substituted stockholders' agent. Any vacancy in the position of the Stockholders' Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund (with respect to the Merger or any litigation, arbitration or other proceeding in respect Escrow Shares being valued at the Adjusted Closing Stock Price for purposes of this Agreement calculation). No bond shall be required of the Stockholders' Agent, and the other Operative Agreements Stockholders' Agent shall not receive compensation for his services. Notice or in connection with communications to or from the transactions contemplated hereby and thereby, including the defense, settlement Stockholders' Agent shall constitute notice to or compromise of any claim, action or proceeding for which any Stockholder may be obligated to indemnify any indemnified party pursuant to Article XI from each of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders Agentstockholders of Target.

Stockholders’ Agent. (a) The Stockholders shall be represented for certain purposes under this Agreement By virtue of their approval of the Merger and the other Operative Agreements by the Stockholders Agent. By executing this Agreement, the Merger Stockholders shall have approved, among other matters, the 55. indemnification and escrow terms set forth in Section 9 and the expense reimbursement provisions in Section 10.3 and shall irrevocably constitutes appoint Xxxxxx Xxxxx as their agent for purposes of Section 9 and appoints Section 10.3 (the Stockholders “Stockholders’ Agent”) to give and receive notices and communications, to authorize delivery to Parent of Parent Common Stock, cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 3 of the Escrow Agreement and comply with orders of courts and awards of arbitrators with respect to indemnification claims, and to take all actions necessary or appropriate in the judgment of the Stockholders’ Agent for the accomplishment of the foregoing. Xxxxxx Xxxxx hereby accepts his appointment as the true Stockholders’ Agent. Parent shall be entitled to deal exclusively with the Stockholders’ Agent on all matters relating to Section 9, and lawful agent and attorney-in-fact shall be entitled to rely conclusively (without further evidence of such Person any kind whatsoever) on any document executed or purported to act be executed on behalf of such Person as provided in this Agreement, including to take any action deemed Merger Stockholder by it necessary or appropriate to carry out the provisions ofStockholders’ Agent, and on any other action taken or purported to determine be taken on behalf of any Merger Stockholder by the rights Stockholders’ Agent, as fully binding upon such Merger Stockholder. If the Stockholders’ Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Merger Stockholders, then the Merger Stockholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such Person undersuccessor. Any such successor shall become the “Stockholders’ Agent” for purposes of Section 9 and this Section 10.1. No bond shall be required for the Stockholders’ Agent. If for any reason there is no Stockholders’ Agent at any time, this Agreement all references herein to the Stockholders’ Agent shall be deemed to refer to the Indemnitors. The Stockholders’ Agent shall not be responsible for any act done or omitted thereunder as Stockholders’ Agent while acting in good faith and in the other Operative Agreements exercise of reasonable judgment. The Merger Stockholders shall jointly and severally indemnify the Stockholders’ Agent and hold the Stockholders’ Agent harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Stockholders’ Agent and arising out of or in connection with the transactions contemplated hereby and thereby. The Stockholders Agent is so designated as the sole and exclusive agent acceptance or administration of the Stockholders’ Agent’s duties hereunder, including the reasonable fees and expenses of any legal counsel or other professional retained by the Stockholders’ Agent. By virtue of their approval of the Merger and this Agreement, the Merger Stockholders for hereby agree to pay (i) the reasonable fees of the Stockholders’ Agent relating to his services performed in such capacity, and (ii) all purposes related to this Agreement reasonable costs and expenses, including those of any legal counsel or other professional retained by the other Operative Agreements or Stockholders’ Agent, in connection with the transactions contemplated hereby acceptance and thereby, including (i) service of process upon any of such Person, (ii) receipt of all notices on behalf of any of such Person, (iii) amending and modifying this Agreement and the other Operative Agreements or waiving provisions of this Agreement and the other Operative Agreements; provided, however, that the Stockholders Agent may not change the number of shares of Mariner Common to be received by each Stockholder and (iv) representation of any administration of the Stockholders with respect Stockholders’ Agent’s duties hereunder. Subject to the prior right of Parent to make claims for Damages, the Stockholders’ Agent shall have the right to recover from the Escrow Fund prior to any distribution to the Merger or Stockholders, any litigationreasonable fees, arbitration costs and expenses, including those of any legal counsel or other proceeding in respect of this Agreement and professional retained by the other Operative Agreements or Stockholders’ Agent, in connection with the transactions contemplated hereby performance, acceptance and thereby, including the defense, settlement or compromise of any claim, action or proceeding for which any Stockholder may be obligated to indemnify any indemnified party pursuant to Article XI administration of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders Stockholders’ Agent’s duties hereunder.

Stockholders’ Agent. The Stockholders' Agent (aas defined in Section 9.8) The Stockholders shall be represented for certain purposes under this Agreement and the other Operative Agreements by the Stockholders Agent. By executing same Stockholders' Agent as appointed pursuant to Article IX of this Agreement, the Stockholders irrevocably constitutes and appoints the Stockholders Agent shall be constituted and appointed as the true agent for and lawful agent and attorney-in-fact of such Person to act on behalf of such Person as provided the Company stockholders, option holders and warrant holders to give and receive notices and communications, 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, the Earn-Out Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders' Agent for the accomplishment of the foregoing. Such agency may be changed by holders of a majority of the shares of Parent Common Stock received pursuant to Section 2.2 of this Agreement, including from time to take any action deemed by it necessary or appropriate time upon not less than ten (10) days' prior written notice to carry out Parent. No bond shall be required of the provisions ofStockholders' Agent, and the Stockholders' Agent shall receive no compensation for services rendered. Notices or communications to determine or from the rights Stockholders' Agent shall constitute notice to or from each of such Person underthe Company stockholders. The Stockholders' Agent shall not be liable for any act done or omitted hereunder as Stockholders' Agent except to the extent it has acted with gross negligence or willful misconduct, this Agreement and any act done or omitted pursuant to the other Operative Agreements advice of counsel shall be conclusive evidence that it did not act with gross negligence or willful misconduct. The Company stockholders shall severally indemnify the Stockholders' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders' Agent and arising out of or in connection with the transactions contemplated hereby and therebyacceptance or administration of the duties hereunder. The Stockholders Stockholders' Agent is so designated as the sole and exclusive agent shall be a third party beneficiary of the Stockholders for all purposes related to this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including (i) service of process upon any of such Person, (ii) receipt of all notices on behalf of any of such Person, (iii) amending and modifying this Agreement and the other Operative Agreements or waiving provisions terms of this Agreement and the other Operative Agreements; provided, however, that the Stockholders Agent may not change the number of shares of Mariner Common to be received by each Stockholder and (iv) representation of any of the Stockholders with respect to the Merger or any litigation, arbitration or other proceeding in respect of this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including the defense, settlement or compromise of any claim, action or proceeding for which any Stockholder may be obligated to indemnify any indemnified party pursuant to Article XI of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders AgentSection 2.7(e).

Stockholders’ Agent. (a) The Stockholders shall be represented Xxxxx Xxx is hereby constituted and appointed as agent (the "Stockholders' Agent") for certain purposes under this Agreement and the other Operative Agreements by the Stockholders Agent. By executing this Agreement, the Stockholders irrevocably constitutes and appoints the Stockholders Agent as the true and lawful agent and attorney-in-fact of such Person to act on behalf of the Company, and the Company Stockholders and the participants in the escrow established for the Company's management (the "Management Participants") pursuant and subject to the conditions set forth in Section 3(a) hereof, to give and receive notices and communications, to authorize delivery to Acquiror of the portion of the Escrowed Shares from the Escrow Account in satisfaction of claims by Acquiror, to object to such Person as provided in this Agreementdeliveries, including 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 any action deemed by it all actions necessary or appropriate to carry out in the provisions ofjudgment of the Stockholders' Agent for the accomplishment of the foregoing. Such agency may be changed by the holders of a majority in interest of the Company Stockholders or the Management Participants, and to determine the rights of such Person under, this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby. The Stockholders Agent is so designated as the sole case may be, from time to time upon not less than ten (10) days' prior written notice to Acquiror. No bond shall be required of the Stockholders' Agent. Notices or communications to or from the Stockholders' Agent shall constitute notice to or from each of the Company Stockholders and exclusive Management Participants. If the Stockholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of Company Stockholders, then the Principal Stockholders for all purposes related to this Agreement and Management Participants shall each, within ten days after such death or disability, by a majority vote of the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including (i) service of process upon any of such Person, (ii) receipt of all notices on behalf of any of such Person, (iii) amending and modifying this Agreement and the other Operative Agreements or waiving provisions of this Agreement and the other Operative Agreements; provided, however, that the Stockholders Agent may not change the number of shares of Mariner Company Common to be received Stock held by each Stockholder and (iv) representation of any of the all Principal Stockholders at Closing and, with respect to the Merger or any litigationManagement Participants, arbitration or other proceeding by a vote of a majority percentage of interest in respect the escrow established pursuant to Section 3(a), be entitled to appoint a successor agent and, promptly thereafter, shall notify Acquiror of the identity of such successor. Any such successor shall become the "Stockholders' Agent" for purposes of this Agreement and Agreement. If for any reason there is no Stockholders' Agent at any time, all references herein to the other Operative Agreements or in connection with Stockholders' Agent shall be deemed to refer to the transactions contemplated hereby and thereby, including the defense, settlement or compromise of any claim, action or proceeding for which any Stockholder may be obligated to indemnify any indemnified party pursuant to Article XI Principal Stockholders acting by a majority vote of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The shares of Company Common Stock held by all Principal Stockholders shall act only through the Stockholders Agentat Closing.

Stockholders’ Agent. (a) The Selling Stockholders shall be represented hereby irrevocably appoint Jeax-Xxxxxx Xxsat as their agent for certain purposes under of this Agreement (the "STOCKHOLDERS' AGENT") to give and receive notices and communications, to authorize delivery to the Selling Stockholders of the Shares and cash pursuant to Section 1.3 and Section 1.7, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to this Agreement and comply with orders of courts and awards of arbitrators with respect to indemnification claims, and to take all actions necessary or appropriate in the other Operative Agreements by judgment of the Stockholders Stockholders' Agent for the accomplishment of the foregoing. Jeax-Xxxxxx Xxsat hereby accepts his appointment as the Stockholders' Agent. By executing The Purchaser shall be entitled to deal exclusively with the Stockholders' Agent on all matters relating to this Agreement, the Stockholders irrevocably constitutes and appoints the Stockholders Agent as the true and lawful agent and attorney-in-fact shall be entitled to rely conclusively (without further evidence of such Person any kind whatsoever) on any document executed or purported to act be executed on behalf of any Selling Stockholders by the Stockholders' Agent, and on any other action taken or purported to be taken on behalf of any Selling Stockholders by the Stockholders' Agent, as fully binding upon such Person Selling Stockholders. If the Stockholders' Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as provided in agent of the Selling Stockholders, then the Selling Stockholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify the Purchaser of the identity of such successor. Any such successor shall become the "Stockholders' Agent" for purposes of this Agreement. If for any reason there is no Stockholders' Agent at any time, including all references herein to take the Stockholders' Agent shall be deemed to refer to the Selling Stockholders. The Stockholders' Agent shall not be responsible for any action deemed by it necessary act done or appropriate to carry out omitted thereunder as Stockholders' Agent while acting in good faith and in the provisions exercise of reasonable judgment. The Selling Stockholders shall jointly and severally bear and pay the fees and expenses of, as well as indemnify the Stockholders' Agent and to determine hold the rights Stockholders' Agent harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of such Person under, this Agreement the Stockholders' Agent and the other Operative Agreements arising out of or in connection with the transactions contemplated hereby and thereby. The Stockholders Agent is so designated as the sole and exclusive agent acceptance or administration of the Stockholders for all purposes related to this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including (i) service of process upon any of such Person, (ii) receipt of all notices on behalf of any of such Person, (iii) amending and modifying this Agreement and the other Operative Agreements or waiving provisions of this Agreement and the other Operative Agreements; provided, however, that the Stockholders Agent may not change the number of shares of Mariner Common to be received by each Stockholder and (iv) representation of any of the Stockholders with respect to the Merger or any litigation, arbitration or other proceeding in respect of this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and therebyStockholders' Agent's duties hereunder, including the defense, settlement or compromise reasonable fees and expenses of any claim, action legal counsel or proceeding for which any Stockholder may be obligated to indemnify any indemnified party pursuant to Article XI of other professional retained by the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders Stockholders' Agent.

Stockholders’ Agent. (a) The Stockholders parties hereto agree that it is desirable to designate Xxxxxx Xxxxx as an agent of the Covered Securityholders and as their attorney in fact (the “Stockholders’ Agent”), with full power of substitution to act on behalf of the Covered Securityholders to the extent and in the manner set forth in this Agreement and the other Transaction Documents. The Company has designated the Stockholders’ Agents as the agent and representative of the Covered Securityholders for purposes of this Agreement and the other Transaction Documents, and approval of this Agreement and the Merger by such holders pursuant to the Required Merger Stockholder Vote and each Letter of Transmittal shall constitute ratification and approval of such designation on the terms set forth herein and therein. All decisions, actions, consents and instructions by the Stockholders’ Agent with respect to this Agreement and the other Transaction Documents shall be represented for certain purposes binding upon all of the Covered Securityholders in his capacity as such at and following the Effective Time under this Agreement and the other Operative Agreements Transaction Documents, and no such Covered Securityholder shall have the right to object to, dissent from, protest or otherwise contest the same. Parent and Merger Sub shall be entitled to rely on any decision, action, consent or instruction of the Stockholders’ Agent as being the decision, action, consent or instruction of the Covered Securityholders, and Parent and Merger Sub are hereby relieved from any liability to any person for acts done by the Stockholders Agentthem in accordance with any such decision, act, consent or instruction. By executing way of amplification and not limitation, as the Stockholders’ Agent, the Stockholders’ Agent shall be authorized and empowered, as agent of and on behalf of all Covered Securityholders to give and receive notices and communications as provided herein, to object to any Indemnification Claims or purchase price adjustments, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to, such Indemnification Claims, Losses or purchase price adjustments, to waive after the Effective Time any breach or default of Parent or Merger Sub of any obligation to be performed by it under this Agreement, the Stockholders irrevocably constitutes and appoints the Stockholders Agent as the true and lawful agent and attorney-in-fact to receive service of such Person to act process on behalf of each Covered Securityholder in connection with any claims against such Person as provided in this Agreement, including to take any action deemed by it necessary or appropriate to carry out the provisions of, and to determine the rights of such Person under, this Agreement and the other Operative Agreements Covered Securityholder arising under or in connection with this Agreement, any document or instrument provided for hereby or any of the transactions contemplated hereby or under any Transaction Document, and thereby. The Stockholders Agent is so designated as the sole and exclusive agent of the Stockholders for to take all purposes related to this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including actions that are either (i) service necessary or appropriate in the judgment of process upon any the Stockholders’ Agent for the accomplishment of such Personthe foregoing, or (ii) receipt of all notices specifically mandated by the terms thereof. Notices or communications to or from the Stockholders’ Agent shall constitute notice to or from the Covered Securityholders. Any writing signed or action taken by the Stockholders’ Agent shall be sufficient to constitute a writing signed or action taken on behalf of any of such Person, (iii) amending and modifying this Agreement and the other Operative Agreements or waiving provisions of this Agreement and the other Operative Agreements; provided, however, that the Stockholders Agent may not change the number of shares of Mariner Common to be received by each Stockholder and (iv) representation of any of the Stockholders with respect to the Merger or any litigation, arbitration or other proceeding in respect of this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including the defense, settlement or compromise of any claim, action or proceeding for which any Stockholder may be obligated to indemnify any indemnified party pursuant to Article XI of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders AgentCovered Securityholders.

Stockholders’ Agent. (a) The Stockholders shall be represented for certain purposes under this Agreement and By execution of the other Operative Agreements by the Stockholders Agent. By executing this Agreementletter of transmittal referenced in Section 1.04(a), the Stockholders each Stockholder hereby irrevocably constitutes and appoints the Stockholders Agent Xxxxxxx X. Xxxxx, as the true and lawful agent and attorney-in-fact of such Person Stockholder, referred to herein as the Stockholders' Agent, with full powers of substitution to act in the name, place and stead of such Stockholder with respect to all decisions and determinations and actions required or permitted hereunder on behalf of the Stockholders (including giving consents and waivers to this Agreement, receiving distributions of the Merger Consideration and the Indemnification Escrow Amount for the benefit of such Stockholder, taking actions with respect to indemnification matters, including the right to compromise or settle any claim on behalf of such Person as provided Stockholder, amending any provision hereof in this Agreementany manner that does not differentiate among Stockholders, including incurring any expense necessary to perform its duties hereunder and taking or refraining to take any action deemed by it that the Stockholders' Agent deems necessary or appropriate to carry out the provisions ofappropriate), and to determine any such action, decision or determination so made or taken shall be deemed the rights action, decision or determination of such Person underStockholder, this Agreement and any notice, document, certificate or information required to be given to any Stockholder, shall be deemed so given if given to the other Operative Agreements or in connection with the transactions contemplated hereby and therebyStockholders' Agent. The Stockholders appointment of the Stockholders' Agent is so designated as shall be deemed coupled with an interest and shall be irrevocable, and Purchaser and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the sole and exclusive agent Stockholders' Agent on behalf of the Stockholders for in all purposes related matters in which it has been granted authority pursuant to this Agreement Section 11.18. All actions, decisions and instructions of the other Operative Agreements Stockholders' Agent taken, made or in connection with given pursuant to the transactions contemplated hereby authority granted to the Stockholders' Agent pursuant to this Section 11.18 shall be final, conclusive and therebybinding upon all Stockholders. The Stockholders' Agent acting at any time hereunder may resign at any time by giving at least thirty (30) days' prior written notice of resignation to Purchaser and each Stockholder, including (i) service of process upon any such resignation to be effective on the date a successor Stockholders' Agent is appointed by the Stockholders. Upon receipt of such Personnotice, the Stockholders shall promptly, but no later than thirty (ii30) days after receipt of such notice, appoint a successor Stockholders' Agent whereupon such successor Stockholders' Agent shall succeed to all notices on behalf the rights and obligations of any the resigning Stockholders' Agent as of the effective date of resignation as if originally named herein. Upon such Person, (iii) amending and modifying this Agreement and the other Operative Agreements or waiving provisions assignment of this Agreement Agreement, the resigning Stockholders' Agent shall duly transfer and deliver documents at the other Operative Agreements; providedtime held by the resigning Stockholders' Agent, however, that the Stockholders Agent may not change the number of shares of Mariner Common to such successor Stockholders' Agent. Any such resulting appointment shall be received by each Stockholder and (iv) representation of any binding upon all of the Stockholders with respect parties to this Agreement. If no successor Stockholders' Agent shall have been designated within thirty (30) days of receipt of resignation notice, the Merger or any litigation, arbitration or other proceeding in respect of this Agreement and the other Operative Agreements or in connection with the transactions contemplated hereby and thereby, including the defense, settlement or compromise of any claim, action or proceeding for which any Stockholder may successor Stockholders' Agent shall be obligated to indemnify any indemnified party pursuant to Article XI of the Participation Agreement or which may be brought against any Stockholder to enforce such indemnify. The Stockholders shall act only through the Stockholders AgentXxxx X. Xxxxx.