Common use of Stockholders’ Representative Clause in Contracts

Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.1, the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.

Stockholders’ Representative. (a) Each Stockholder hereby appoints the Stockholders Representative as its agent and attorney-in-fact, with full power and authority to represent each Stockholder and such Stockholder’s successors and assigns with respect to all matters arising under this Agreement and each other Transaction Document; provided that, the Stockholders Representative will not be entitled to take any action with respect to any particular Stockholder without the consent of such Stockholder where such action would (i) reduce the Purchase Price, (ii) reduce such Stockholder’s Respective Portion of the Purchase Price or the Holdback Amount, (iii) increase the Holdback Amount, (iv) increase the liability of such Stockholder under this Agreement or the other Transaction Documents or otherwise materially and adversely affect such Stockholder disproportionately to the other Stockholders, (v) amend the provisions of Article VII above or this Section 8.9, or (vi) agree to the extension of any time period set forth in this Agreement; and provided, further, that in any instance where a Stockholder is or may be severally liable under this Agreement or the other Transaction Documents, only such Stockholder (or its successors and assigns) shall have the power and authority to take action with respect such matter. In addition, the Stockholders Representative shall have no authority to execute or deliver the documents, certificates or agreements required to be executed and/or delivered by each Stockholder pursuant to Section 3.2 hereof. Subject to the penultimate sentence of this foregoing limitations and the Contribution Agreement referred to in Section 4.18.14 below, the Stockholders’ Stockholders Representative shall serve as have full power and authority, on behalf of each Stockholder and such Stockholder’s successors and assigns, to interpret the exclusive agent of the holders of T2 Warrants terms and T3 Warrants for all purposes provisions of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoingeach other Transaction Document, the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of dispute or fail to dispute any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to Claim under this Agreement or any other agreementTransaction Document, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants negotiate and T3 Warrants in connection with compromise any claims made dispute that may arise under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, any other Transaction Document and to make and receive payments in sign any releases or other documents with respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take to any such action dispute; provided that the Stockholders Representative shall not, without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in consent of all the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten affected Stockholders (10) days’ prior written notice to Parent and with Parent’s written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed), enter into any settlement, compromise or discharge of a Claim that by its terms (1) includes injunctive or other non-monetary relief that adversely affects a Stockholder in any material respect, (2) does not release the Stockholders completely in connection with such Claim, or (3) would otherwise adversely affect a Stockholder disproportionately to the other affected Stockholders. Notwithstanding the foregoing, any Stockholder may participate, at its own expense, in the defense of any Claim or dispute arising hereunder.

Stockholders’ Representative. Subject (i) Each holder of Series A Preferred Stock hereby irrevocably constitutes and appoints GFI as the sole and exclusive attorney-in-fact and proxy of such holder of Series A Preferred Stock (the “Stockholders’ Representative”), with full power of substitution and resubstitution, to exercise or abstain from exercising the rights granted to the penultimate sentence holders of Series A Preferred Stock pursuant to Section 4(d), this Section 4.1, 6 and Section 8 to the fullest extent permitted by law. Any action taken or not taken by the Stockholders’ Representative pursuant to this Section 6(b) shall serve as not be subject to challenge or input from any such holder of Series A Preferred Stock. Each holder of Series A Preferred Stock hereby revokes any and all previous proxies with respect to such holder’s Series A Preferred Stock and no subsequent proxies (whether revocable or irrevocable) shall be given (and if given, such subsequent proxies shall not be effective) by such holder with respect to the exclusive agent Series A Preferred Stock that conflict with this proxy. This proxy and power of attorney is intended to be irrevocable and is coupled with an interest sufficient in law to support an irrevocable proxy and is granted for good and valuable consideration the holders receipt and sufficiency of T2 Warrants which is hereby acknowledged and T3 Warrants for all purposes shall be valid and binding on any person to whom the holder of Series A Preferred Stock may transfer any of its Series A Preferred Stock. The power of attorney granted herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of each holder of Series A Preferred Stock. The provisions of this Agreement and the transactions contemplated hereby. Without limiting the generality Section 6(b) shall terminate with respect to a holder of the foregoing, the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of Series A Preferred Stock once such holder no longer owns any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this AgreementSeries A Preferred Stock. The Stockholders’ Representative also shall be exclusively authorized may appoint one or more successor representatives to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant subject to the advice approval of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Series A Preferred Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedthen outstanding.

Stockholders’ Representative. Subject (a) Each Participating Holder, by virtue of the adoption of this Agreement and approval of the Merger by the Participating Holders (regardless of whether or not all Participating Holders vote in favor of or consent to the penultimate sentence of this Section 4.1, the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes adoption of this Agreement and the transactions contemplated hereby. Without limiting the generality approval of the foregoing, the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents Merger and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and regardless of whether at a meeting or in an action by written consent in lieu thereof), designates Shareholder Representative Services LLC (bthe “Stockholders’ Representative”) to negotiateas his, execute and deliver all amendments, modifications and waivers to this Agreement her or any other agreement, document or instrument contemplated by its representative for purposes of this Agreement. The Participating Holders and their respective successors shall be deemed to have approved, and shall be bound by, any and all actions taken by the Stockholders’ Representative also shall be exclusively authorized on their behalf under or otherwise relating to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or and the other documents contemplated hereby and the transactions contemplated hereunder and thereunder as if such actions were expressly ratified and confirmed by each of them in respect of writing. In the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take event any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The unable or unwilling to serve or shall resign, a successor Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as selected by the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of a majority of the shares of Company Common Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunderClosing. The person serving as A Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account not resign, except upon not less than ten (10) days’ 30 days prior written notice to Parent and with ParentMerger Sub. In the event of a notice of proposed resignation, or any death, disability or other replacement of a Stockholders’ Representative, a successor shall be appointed effective immediately thereafter (and, in the case of a death of a Stockholders’ Representative, the successor shall be deemed to be the executor or other representative of such Stockholders’ Representative’s written consent, which estate) and Parent and Merger Sub shall be notified promptly of such appointment by the successor Stockholders’ Representative. No replacement of any Stockholders’ Representative shall be effective against Parent or Merger Sub until (i) the proposed successor Stockholders’ Representative assumes in writing all obligations of the original Stockholders’ Representative under this Agreement and (ii) Parent and Merger Sub have consented to the proposed successor Stockholders’ Representative (such consent not to be unreasonably withheld, conditioned withheld or delayed). Each successor Stockholders’ Representative shall have all the power, rights, authority and privileges hereby conferred upon the original Stockholders’ Representative.

Stockholders’ Representative. Subject (i) Each holder of Series B Preferred Stock hereby irrevocably constitutes and appoints Ares as the sole and exclusive attorney-in-fact and proxy of such holder of Series B Preferred Stock (the “Stockholders’ Representative”), with full power of substitution and resubstitution, to exercise or abstain from exercising the rights granted to the penultimate sentence holders of Series B Preferred Stock pursuant to this Section 4.1, 6 (other than any amendments that are either (i) adversely disproportionate to holders of the Series B Preferred Stock as compared to other holders of the Series B Preferred Stock or (ii) adversely affect the definition of Cash Dividend Rate or Accumulated Dividend Rate or the redemption required by Section 7(a)(ii)) to the fullest extent permitted by law. Any action taken or not taken by the Stockholders’ Representative pursuant to this Section 6(b) shall serve as not be subject to challenge or input from any such holder of Series B Preferred Stock. Each holder of Series B Preferred Stock hereby revokes any and all previous proxies with respect to such holder’s Series B Preferred Stock and no subsequent proxies (whether revocable or irrevocable) shall be given (and if given, such subsequent proxies shall not be effective) by such holder with respect to the exclusive agent Series B Preferred Stock that conflict with this proxy. This proxy and power of attorney is intended to be irrevocable and is coupled with an interest sufficient in law to support an irrevocable proxy and is granted for good and valuable consideration the holders receipt and sufficiency of T2 Warrants which is hereby acknowledged and T3 Warrants for all purposes shall be valid and binding on any person to whom the holder of Series B Preferred Stock may transfer any of its Series B Preferred Stock. The power of attorney granted herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of each holder of Series B Preferred Stock. The provisions of this Agreement and the transactions contemplated hereby. Without limiting the generality Section 6(b) shall terminate with respect to a holder of the foregoing, the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of Series B Preferred Stock once such holder no longer owns any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this AgreementSeries B Preferred Stock. The Stockholders’ Representative also shall be exclusively authorized may appoint one or more successor representatives to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant subject to the advice approval of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Series B Preferred Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedthen outstanding.

Stockholders’ Representative. Subject Xxxxxx Xxxxx has been appointed by the Stockholders as agent and attorney-in-fact for each Stockholder, (i) to give and receive notices and communications to the penultimate sentence Purchaser for any purpose under this Agreement and the Additional Agreements, (ii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any disputes arising under or related to this Section 4.1Agreement, (iii) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein 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 Stockholders’ Representative for the accomplishment of the foregoing. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser; provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Stock outstanding immediately prior to the Effective Time agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Stock outstanding immediately prior to the Effective Time. Any removal or change of the Stockholders’ Representative shall serve as not be effective until written notice is delivered to the exclusive agent Purchaser. No bond shall be required of the holders of T2 Warrants Stockholders’ Representative, and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) not receive any compensation for her services. Notices or communications to execute all certificates, documents and agreements on behalf of and in or from the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized constitute notice to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without from the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent or instruction of the Stockholders’ Representative while acting in good faithshall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and any act done or omitted pursuant to the advice of counsel shall be final, binding and conclusive evidence upon each of such good faiththe Stockholders. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time Stockholders shall severally indemnify the Stockholders’ Representative and hold it her harmless against any loss, liability liability, or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its her duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.

Stockholders’ Representative. Subject Roivant Sciences Ltd., is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (a) to give and receive notices and communications to Purchaser for any purpose under this Agreement and the Additional Agreements, (b) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators under Section 11.1 or other disputes arising under or related to this Agreement, (c) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing; provided that for (a), (b), (c) and (d) as applied to HanAll Biopharma Co., Ltd (“HanAll”), only with respect to the penultimate matters or as set forth in Schedule 13.15. The Stockholders’ Representative shall provide HanAll with timely notice prior to taking any of the actions set forth in the preceding sentence on behalf of HanAll. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Section 4.1, Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Shares on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall serve as the exclusive agent not be effective until written notice is delivered to Purchaser. No bond shall be required of the holders of T2 Warrants Stockholders’ Representative, and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) not receive any compensation for his services. Notices or communications to execute all certificates, documents and agreements on behalf of and in or from the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized constitute notice to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without from the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent or instruction of the Stockholders’ Representative while acting in good faithshall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and any act done or omitted pursuant to the advice of counsel shall be final, binding and conclusive evidence upon each of such good faiththe Stockholders. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time Stockholders shall severally indemnify the Stockholders’ Representative and hold it him harmless against any loss, liability liability, or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.

Stockholders’ Representative. Subject (a) In order to administer efficiently (i) the implementation of the Agreement by certain of the Stockholders, (ii) the waiver of any condition to the penultimate sentence obligations of such Stockholders, and (iii) the settlement of any dispute with respect to the Agreement, the Former Management Stockholders, the Management Holders and the Berkshire Stockholders, with the exception of Berkshire and Berkshire Partners, (the "Designating Stockholders") hereby designate Russxxx X. Xxxxx xx their representative (the "Stockholders' Representative"). (b) The Designating Stockholders hereby authorize the Stockholders' Representative (i) to take all action necessary in connection with the implementation of the Agreement on behalf of the Designating Stockholders and the settlement of any dispute, (ii) to give and receive all notices required to be given under the Agreement with respect to the Designating Stockholders and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Designating Stockholders by the terms of this Section 4.1Agreement, including without limitation, the execution and delivery of documents to transfer the Company Shares to Buyer. (c) Each Designating Stockholder hereby specifically authorizes and directs the Stockholders’ ' Representative to execute on behalf of such Designating Stockholder the certificates to be delivered to Buyer by the Representing Parties and the Stockholders pursuant to Section 6.1 unless such authorization and direction shall serve as have been revoked by such Designating Stockholder in writing prior to the exclusive agent of Closing. (d) In the holders of T2 Warrants event that the Stockholders' Representative dies, becomes legally incapacitated or resigns from such position, Robexx X. Xxxll shall fill such vacancy and T3 Warrants shall be deemed to be the Stockholders' Representative for all purposes of this Agreement and unless otherwise determined by the transactions contemplated hereby. Without limiting the generality Designating Stockholders owning a majority of the foregoingshares of New Stock held (on a fully diluted basis) by all Designating Stockholders; however, no change in the Stockholders’ ' Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf effective until Buyer is given notice of and in the name of any such change by one or more of the holders of T2 Warrants Designating Stockholders. (e) All decisions and T3 Warrants necessary to effectuate actions by the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to Stockholders' Representative in accordance with this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take binding upon all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 WarrantsDesignating Stockholders, and no holders Designating Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (f) By their execution of T2 Warrants and T3 Warrants shall take any such action without this Agreement, the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.Designating Stockholders agree that:

Stockholders’ Representative. Subject GMS Capital ---------------------------- Partners, L.P. (such Person and any successor or successors being the "Stockholders' Representative") shall act as the representative of the ---------------------------- Stockholders, and shall be authorized to act on behalf of the Stockholders and to take any and all actions required or permitted to be taken by the Stockholders' Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the settlement thereof) made by Parent or the Stockholders for indemnification pursuant to this Article IX of the Agreement and with respect to any actions to be taken by the Stockholders' Representative pursuant to the penultimate terms of the Escrow Agreement. The Stockholders shall be bound by all actions taken by the Stockholders' Representative in its capacity thereof, except for any action that conflicts with the limitation set forth in the final sentence of this Section 4.1, the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement9.04. The Stockholders’ ' Representative also shall be exclusively authorized promptly, and in any event within five business days, provide written notice to take all actions the Stockholders of any action taken on their behalf of by the holders of T2 Warrants and T3 Warrants in connection with any claims made Stockholders' Representative pursuant to the authority delegated to the Stockholders' Representative under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approvalSection 9.04. The Stockholders’ ' Representative is serving shall at all times act in his or her capacity as Stockholders' Representative in a manner that the Stockholders' Representative believes to be in the capacity as exclusive agent best interest of the holders Stockholders. Neither the Stockholders' Representative nor any of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative its directors, officers, agents or employees shall not be liable to any Person for any act done error of judgment, or any action taken, suffered or omitted hereunder as to be taken, under this Agreement or the Escrow Agreement, except in the case of the Stockholders’ ' Representative's gross negligence, bad faith or willful misconduct. The Stockholders' Representative while acting may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith, and any act done or omitted pursuant to faith by it in accordance with the advice of counsel shall be conclusive evidence of such good faithcounsel, accountants or experts. The holders of shares of Company Stock outstanding immediately prior Stockholders' Representative shall not have any duty to ascertain or to inquire as to the First Effective Time performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Stockholders' Representative shall not be required to exercise any discretion or take any action. Each Stockholder severally shall indemnify and hold harmless and reimburse the Stockholders’ ' Representative from and hold it harmless against such Stockholder's ratable share of any lossand all liabilities, liability losses, damages, claims, costs or expense expenses suffered or incurred without gross negligence or bad faith on the part of by the Stockholders’ ' Representative and arising out of or in connection with the acceptance resulting from any action taken or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or omitted to be replaced from time to time taken by the holders Stockholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of a majority in interest of or resulting from the Escrowed Stock held Stockholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Account upon Agreement, (a) the Stockholders' Representative is not less than ten authorized to, and shall not, accept on behalf of any Stockholder any merger consideration to which such Stockholder is entitled under this Agreement and (10b) days’ prior written notice to Parent and with Parent’s written consent, which the Stockholders' Representative shall not in any manner exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Stockholder unless the Stockholders' Representative is expressly authorized to do so in a writing signed by such Stockholder. In all matters relating to this Article IX, the Stockholders' Representative shall be unreasonably withheldthe only party entitled to assert the rights of the Stockholders, conditioned or delayedand the Stockholders' Representative shall perform all of the obligations of the Stockholders hereunder. Parent shall be entitled to rely on all statements, representations and decisions of the Stockholders' Representative.

Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.1The WCAS Securityholders hereby appoint Xxxxxx X. XxXxxxxxx, the MC Stockholders hereby appoint M/C Venture Partners V, L.P., the CL Stockholders hereby appoint [ ], the NT Stockholders hereby appoint [ ] and the CN Stockholders hereby appoint [ ], in each case, as the attorney-in-fact of such Holders, with full authority to act, for and on behalf of any or all of such Holders (with full power of substitution in the premises), in connection with such matters as this Agreement provides for action by each such representative (each of the above-named representatives, as well as any successor representative which the WCAS Securityholders, the MC Stockholders, the CL Stockholders, the NT Stockholders or the CN Stockholders may appoint from time to time and designate in writing to Parent to replace such above-named representative being referred to herein as a “Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated herebyRepresentative”). Without limiting the generality of the foregoing, the No Stockholders’ Representative shall be authorized (a) liable to execute all certificatesany Holder, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement Parent or their respective Affiliates or any other agreement, document Person with respect to any action taken or instrument contemplated omitted to be taken by this Agreement. The such Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in its role as a Stockholders’ Representative under or in connection with any claims made under this Agreement or in respect (all of which actions and omissions being legally binding upon the Transactions contemplated hereby, to bring, prosecute, defend or settle Holders represented by such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done ), unless such action or omitted hereunder as the Stockholders’ Representative while acting in good faithomission constitutes fraud, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any lossgross negligence, liability or expense incurred without gross negligence willful misconduct or bad faith on the part of the such Stockholders’ Representative. Parent shall be entitled to rely on such appointments and treat each Stockholders’ Representative and arising out as the duly appointed attorney-in-fact of or in connection with the acceptance or administration of its duties hereunder. The person serving as each Holder that shall have appointed such Stockholders’ Representative may resign or be replaced from time with respect to time the matters set forth herein. Each Holder who executes this Agreement, by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent such execution and with Parent’s written consentwithout any further action, which shall not be unreasonably withheld, conditioned or delayedconfirms such appointment and authority.

Stockholders’ Representative. Subject Immediately upon the approval of this Agreement by Requisite Stockholder Approval, each Stockholder shall be deemed to have consented to the penultimate sentence appointment of Exxxx Xxxxxx as the Stockholders’ Representative, as the attorney-in-fact for and on behalf of each such Stockholder, and the taking by the Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders’ Representative under this Agreement, including the exercise of the power to (a) execute and deliver this Agreement and any amendment hereof or waiver hereunder; (b) authorize delivery to APC of the Escrow Shares, or any portion thereof, in satisfaction of Indemnification Claims; (c) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to Indemnification Claims; (d) resolve any Indemnification Claims; and (e) take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Section 4.1Agreement. Accordingly, the Stockholders’ Representative shall serve as the exclusive agent has unlimited authority and power to act on behalf of the holders of T2 Warrants and T3 Warrants for all purposes of each Stockholder with respect to this Agreement and the transactions contemplated herebydisposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. Without limiting The Stockholders will be bound by all actions taken by the generality Stockholders’ Representative in connection with this Agreement, and APC shall be entitled to rely on any action or decision of the foregoingStockholders’ Representative. The Stockholders’ Representative will incur no Liability with respect to any action taken or suffered by the Stockholders’ Representative in reliance upon any notice, direction, instruction, consent, statement or other document believed by the Stockholders’ Representative to be genuine and to have been signed by the proper Person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except the Stockholders’ Representative’s own willful misconduct, bad faith or gross negligence. In all questions arising under this Agreement, the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements may rely on behalf the advice of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated herebycounsel, and (b) the Stockholders’ Representative will not be liable to negotiateStockholders for anything done, execute and deliver all amendments, modifications and waivers to this Agreement omitted or any other agreement, document or instrument contemplated suffered in good faith by this Agreementthe Stockholders’ Representative based on such advice. The Stockholders’ Representative also will not be required to take any action involving any expense, unless the payment of such expense is made or provided for in a manner satisfactory to the Stockholders’ Representative. If and to the extent any such appointment of the Stockholders’ Representative is revoked, such revocation shall be exclusively authorized to take all actions on behalf considered a breach of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, and APC shall be entitled to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action resulting Losses from such revocation without regard to the Basket. The Stockholders will be solely responsible for any compensation payable to the Stockholders’ Representative incurred by the Stockholders’ Representative in the performance or discharge of the Stockholders’ Representative’s prior written approvalrights and obligations under this Agreement. The In the event of the resignation, removal, death or incapacity of the Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Representative, a successor Stockholders’ Representative shall not thereafter be liable to any Person for any act done appointed by vote or omitted hereunder as written consent of a majority of the Stockholders. Any new or successor Stockholders’ Representative while acting in good faith, will assume all rights and any act done or omitted pursuant to obligations of the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the initial Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedunder this Agreement.

Stockholders’ Representative. Subject The Stockholders shall at all times maintain a representative (the “Stockholders’ Representative”) for purposes of taking certain actions and giving certain consents on behalf of the Major Stockholders prior to the penultimate sentence Closing, and the Effective Time Company Holders from and after the Closing, as specified herein. The Major Stockholders hereby appoint Xxxxx X. Xxxxx as the initial Stockholders’ Representative, and immediately upon the approval of this Section 4.1Agreement by the requisite vote or written consent of the Stockholders, each Stockholder shall be deemed to have consented to such appointment (or any then acting successor pursuant to the terms hereof) and the terms hereof. Another person shall be appointed as the Stockholders’ Representative shall serve as if the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized person so designated (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document successor thereof) is unwilling or instrument contemplated by this Agreementunable to so act. The Stockholders’ Representative also shall be exclusively authorized to take all hereby accepts such appointment. Each of the Stockholders acknowledges that actions taken, consents given and representations made by the Stockholders’ Representative on behalf of the holders Stockholders pursuant hereto shall be binding upon the Major Stockholders and the Effective Time Company Holders, as applicable, including all actions under Section 7.2(b) and under the Holdback Escrow Agreement. This appointment and grant of T2 Warrants power and T3 Warrants in connection authority by each Stockholder is coupled with an interest and is irrevocable and shall not be terminated by any claims made under this Agreement act of any Stockholder or in respect by operation of law, whether by the Transactions contemplated herebydeath or incapacity of any individual Stockholder, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect by the occurrence of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approvalother event. The Stockholders’ Representative is serving in the capacity as exclusive agent authorized to take any action on behalf of the holders of T2 Warrants Major Stockholders or the Effective Time Company Holders, as applicable, to facilitate or administer the transactions contemplated hereby, including, without limitation, amending this Agreement, and T3 Warrants hereunder solely for purposes of administrative convenienceexecuting such other documents or instruments as the Stockholders’ Representative deems appropriate. The Stockholders’ Representative shall not may resign at any time, and may be liable to any Person removed for any act done reason or omitted hereunder no reason by the vote or written consent of, as the Stockholders’ Representative while acting in good faithapplicable, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately (i) if prior to the First Effective Time, the Major Stockholders holding a majority of the then outstanding aggregate fully diluted Shares held by the Major Stockholders, or (ii) from and after the Effective Time, the Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part Company Holders holding a majority of the Stockholders’ Representative and arising out of or in connection with outstanding aggregate fully diluted Shares at the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedEffective Time.

Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.1, the Stockholders’ Representative shall serve as the exclusive agent By virtue of the holders of T2 Warrants and T3 Warrants for all purposes adoption of this Agreement and the transactions contemplated hereby. Without limiting , the generality approval of the foregoingprincipal terms of the Mergers and the consummation of the Mergers or participating in the Mergers and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Mergers, each Company Securityholder shall be deemed to have appointed the designation of, and hereby designates, Hunniwell Xxxxxx I, LLC as the Stockholders’ Representative shall be authorized for all purposes in connection with this Agreement and any agreement ancillary hereto, including (a) to execute all certificates, documents give and agreements on behalf of receive notices and in communications to Parent for any purpose under this Agreement and the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and Additional Agreements; (b) to negotiateact on behalf of Company Securityholders in accordance with the provisions of the Agreement, execute the securities described herein and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreementexecuted in connection with the Agreement and the Mergers; and (c) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. The Stockholders’ Representative also shall may resign at any time. Such agency may be exclusively authorized changed by the Company Securityholders from time to take all actions time upon no less than twenty (20) days’ prior written notice to Parent; provided, however, that the Stockholders’ Representative may not be removed unless holders of a majority of the Company Securities (on behalf an as converted or exercised basis) outstanding immediately prior to the First Effective Time agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of T2 Warrants and T3 Warrants a majority of the Company Securities (on an as converted or exercised basis) outstanding immediately prior to the First Effective Time. No bond shall be required of the Stockholders’ Representative. The Stockholders’ Representative will incur no liability of any kind with respect to any action or omission by the Stockholders’ Representative in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The services pursuant to this Agreement and any agreement ancillary hereto, except in the event of liability directly resulting from the Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenienceRepresentative’s gross negligence or willful misconduct. The Stockholders’ Representative shall not be liable to any Person for any act done action or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted omission pursuant to the advice of counsel shall be conclusive evidence of such good faithcounsel. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify Securityholders will indemnify, defend and hold harmless the Stockholders’ Representative from and hold it harmless against any lossand all losses, liability or liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense incurred without gross negligence or bad faith on the part of the Stockholders’ document location, duplication and shipment) (collectively, “Representative and Losses”) arising out of or in connection with the acceptance Stockholders’ Representative’s execution and performance of this Agreement and any agreement ancillary hereto, in each case as such Representative Loss is suffered or administration of its duties hereunder. The person serving as incurred; provided, that Representative Losses shall not include costs (other than third party expenses) incurred by the Stockholders’ Representative may resign or be replaced from time to time in the ordinary course of business of the Stockholders’ Representative under the engagement letter entered into by the holders of a majority in interest Stockholders’ Representative, the Company, and certain of the Escrowed Stock held Company Securityholders; and provided, further, that in the Escrow Account upon event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Company Securityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not less than ten (10) dayspaid directly to the Stockholders’ prior written notice Representative by the Company Securityholders, any such Representative Losses may be recovered by the Stockholders’ Representative from the funds in the Expense Fund; provided, that, while this provision allows the Stockholders’ Representative to Parent be paid from the aforementioned sources of funds, this does not relieve the Company Securityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholders’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Stockholders’ Representative be required to advance its own funds on behalf of the Company Securityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative under this Section 11.16. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this Agreement. The Company Securityholders will not receive any interest or earnings on the Expense Fund and with Parent’s written consent, which shall irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholders’ Representative will not be unreasonably withheldliable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Stockholders’ Representative will hold these funds separate from its corporate funds, conditioned will not use these funds for its operating expenses or delayedany other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Stockholders’ Representative’s responsibilities, the Stockholders’ Representative will deliver any remaining balance of the Expense Fund to the Company. For Tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Company at the time of Closing.

Stockholders’ Representative. Subject to (c) By approving this Agreement and the penultimate sentence transactions contemplated hereby and delivering a Letter of this Section 4.1Transmittal, each Company Stockholder shall have irrevocably authorized, directed and appointed the Stockholders’ Representative shall serve to act as the sole and exclusive agent agent, attorney-in-fact and representative of the holders Company Stockholders, with full power of T2 Warrants and T3 Warrants for substitution with respect to all purposes of matters under this Agreement and the transactions contemplated hereby. Without limiting the generality , including, without limitation, determining, giving and receiving notices and processes hereunder, receiving distributions of the foregoingmerger consideration to or for the benefit of the Company Stockholders, contesting and settling any and all claims for indemnification pursuant to ARTICLE VI, resolving any other disputes hereunder, performing the duties expressly assigned to the Stockholders’ Representative hereunder and to engage and employ agents and representatives, retain and use the Stockholders’ Representative Expense Amount and incur such other expenses as the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants reasonably deem necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants prudent in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenienceforegoing. The Stockholders’ Representative shall not be liable have the sole and exclusive right on behalf of each Company Stockholder to take any action or provide any waiver, or receive any notice with respect to any Person claims for indemnification under ARTICLE VI and to settle any act done claim or omitted hereunder as controversy arising with respect thereto. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Stockholders’ Representative while acting Representative, shall be absolutely and irrevocably binding on each Company Stockholder as if such Company Stockholders personally had taken such action, exercised such rights, power or authority or made such decision or determination in good faithsuch Company Stockholder’s individual capacity, and no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the same. Any action required to be taken by the Company Stockholders hereunder or any act done or omitted pursuant action that the Company Stockholders, at their election, have the right to the advice of counsel take hereunder, shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify taken only by the Stockholders’ Representative and hold it harmless against no Company Stockholder acting on its own shall be entitled to take any losssuch action. After Closing, liability Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to this Agreement and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or expense incurred without gross negligence purported to be executed on behalf of any Company Stockholder by the Stockholders’ Representative, and on any other action taken or bad faith purported to be taken on behalf of any Company Stockholder by the part Stockholders’ Representative, as being fully binding upon such Person. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each of the Company Stockholders. Any decision or action by the Stockholders’ Representative hereunder, including any agreement between the Stockholders’ Representative and arising out Parent relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or in connection with action of all the acceptance Company Stockholders and shall be final, binding and conclusive upon each such Person. No Company Stockholder shall have the right to object to, dissent from, protest or administration of its duties hereunderotherwise contest the same. The person serving as Stockholders’ Representative may resign or be replaced from time to time by provisions of this Section 9.15(a), including the holders power of a majority in attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned terminated by any act of any one or delayedthe Company Stockholders or by operation of Law.

Stockholders’ Representative. Subject ATW Master Fund II, L.P. is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (i) to give and receive notices and communications to or by Parent and Purchaser for any purpose under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Article XI or other disputes arising under or related to this Agreement, (iii) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Merger and (iv) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the penultimate sentence Purchaser and, if after the Effective Time, the Surviving Corporation, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Section 4.1, Agreement agrees to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall serve as the exclusive agent not be effective until written notice is delivered to Purchaser. No bond shall be required of the holders of T2 Warrants Stockholders’ Representative, and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) not receive any compensation for his services. Notices or communications to execute all certificates, documents and agreements on behalf of and in or from the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized constitute notice to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without from the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent or instruction of the Stockholders’ Representative while acting in good faithshall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders and any act done or omitted pursuant to the advice of counsel shall be final, binding and conclusive evidence upon each of such good faiththe Stockholders. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time Stockholders shall severally indemnify the Stockholders’ Representative and hold it him harmless against any loss, liability liability, or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder. The person serving as Notwithstanding anything in this Section 14.14 to the contrary, the Stockholders’ Representative may resign (in its capacity as such) shall have no obligation or be replaced from time authority with respect to time any indemnification claims against a Stockholder made by the holders a Purchaser Indemnitee under Section 11.1(a). [The remainder of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice this page intentionally left blank; signature pages to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.follow]

Stockholders’ Representative. Subject For purposes of this Agreement, the Stockholders hereby consent to, confirm and irrevocably effect the appointment of Garlxx X. Xxxmes as the Representative, as representative of the Stockholders, and as the attorney-in-fact for and on behalf of each Stockholder, and, subject to the penultimate sentence express limitations set forth below, the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including, without limitation, the exercise of the power to (i) authorize delivery to Universal of the Escrow Shares or any portion thereof, in satisfaction of Claims, (ii) agree to, negotiate, enter into settlements and compromises of, and demand and conduct arbitration and comply with orders of courts and awards of arbitrators with respect to such Claims, (iii) resolve any Claims, and (iv) take all actions necessary in the judgment of the Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Section 4.1, the Stockholders’ Agreement. The Representative shall serve as the exclusive agent will have unlimited authority and power to act on behalf of the holders of T2 Warrants and T3 Warrants for all purposes of each Stockholder with respect to this Agreement and the transactions contemplated hereby. Without limiting the generality disposition, settlement or other handling of the foregoingall Claims, the Stockholders’ Representative shall be authorized (a) to execute rights or obligations arising under this Agreement so long as all certificates, documents and agreements on behalf of and Stockholders are treated in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreementsame manner. The Stockholders’ Representative also shall Stockholders will be exclusively authorized to take bound by all actions on behalf of taken by the holders of T2 Warrants and T3 Warrants Representative in connection with this Agreement, and Universal will be entitled to rely on any claims made under this Agreement action or in respect decision of the Transactions contemplated herebyRepresentative. In performing his functions hereunder, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall will not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting Stockholders in good faith, and any act done or omitted pursuant to the advice absence of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on willful misconduct. In the part of event the Stockholders’ Representative and arising out of becomes unavailable or unwilling to continue in connection with his capacity herewith, the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign and be discharged from his duties or be replaced from time obligations hereunder by giving his resignation to time by the holders of parties to this Agreement, specifying a majority in interest of the Escrowed Stock held in the Escrow Account upon date not less than ten (10days following such notice date of when such resignation will take effect and, in that event, Jamex Xxxxxxx xxxl be deemed to be appointed by the Stockholders as the new Representative. In the event Mr. Xxxxxxx xxxn becomes unavailable or unwilling to continue in his capacity as Representative, he may resign and be discharged from his duties or obligations hereunder by giving his resignation to the parties to this Agreement, specifying a date not less than ten days following such notice date of when such resignation will take effect. In that event, the Stockholder(s) days’ owning a majority of the Escrow Shares will designate a successor Representative prior to the expiration of such ten-day period by giving written notice to Parent the Escrow Agent and Universal. If the Stockholders have not appointed a successor Representative 11 12 and notified Universal of the identity and address of such successor Representative within such ten-day period, Universal shall be relieved of the obligation to send notices to or obtain consents from the Representative while there is no Representative and, for purposes of this Agreement, in each such case, it shall be deemed that the Representative has received the required notice and/or approved such action. Until notified in writing by the Representative that he has resigned, the Escrow Agent may rely conclusively and act upon the directions, instructions and notices of the Representative named above and, thereafter, upon the directions, instructions and notices of any successor Representative named in a writing executed by a majority-in-interest of the Stockholders filed with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedthe Escrow Agent.

Stockholders’ Representative. Subject to (c) By approving this Agreement and the penultimate sentence transactions contemplated hereby and delivering a Letter of this Section 4.1Transmittal, each Company Stockholder shall have irrevocably authorized, directed and appointed the Stockholders’ Representative shall serve to act as the sole and exclusive agent agent, attorney-in-fact and representative of the holders Company Stockholders, with full power of T2 Warrants and T3 Warrants for substitution with respect to all purposes of matters under this Agreement and the transactions contemplated hereby. Without limiting the generality , including, without limitation, determining, giving and receiving notices and processes hereunder, receiving distributions of the foregoingmerger consideration to or for the benefit of the Company Stockholders, contesting and settling any and all claims for indemnification pursuant to ARTICLE VI, resolving any other disputes hereunder, performing the duties expressly assigned to the Stockholders’ Representative hereunder and to engage and employ agents and representatives, retain and use the Stockholders’ Representative Expense Amount and incur such other expenses as the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants reasonably deem necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants prudent in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenienceforegoing. The Stockholders’ Representative shall not be liable have the sole and exclusive right on behalf of each Company Stockholder to take any action or provide any waiver, or receive any notice with respect to any Person claims for indemnification under ARTICLE VI and to settle any act done claim or omitted hereunder as controversy arising with respect thereto. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Stockholders’ Representative while acting Representative, shall be absolutely and irrevocably binding on each Company Stockholder as if such Company Stockholders personally had taken such action, exercised such rights, power or authority or made such decision or determination in good faithsuch Company Stockholder’s individual capacity, and no Company Stockholder shall have the right to object, dissent, protest or otherwise contest the same. Any action required to be taken by the Company Stockholders hereunder or any act done or omitted pursuant action that the Company Stockholders, at their election, have the right to the advice of counsel take hereunder, shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify taken only by the Stockholders’ Representative and hold it harmless against no Company Stockholder acting on its own shall be entitled to take any losssuch action. After Closing, liability Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to this Agreement and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or expense incurred without gross negligence purported to be executed on behalf of any Company Stockholder by the Stockholders’ Representative, and on any other action taken or bad faith purported to be taken on behalf of any Company Stockholder by the part Stockholders’ Representative, as being fully binding upon such Person. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each of the Company Stockholders. Any decision or action by the Stockholders’ Representative hereunder, including any agreement between the Stockholders’ Representative and arising out Parent relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or in connection with action of 59 all the acceptance Company Stockholders and shall be final, binding and conclusive upon each such Person. No Company Stockholder shall have the right to object to, dissent from, protest or administration of its duties hereunderotherwise contest the same. The person serving as Stockholders’ Representative may resign or be replaced from time to time by provisions of this Section 9.15(a), including the holders power of a majority in attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned terminated by any act of any one or delayedthe Company Stockholders or by operation of Law.

Stockholders’ Representative. Subject to Beecken Pxxxx O’Xxxxx & Company, LLC has been irrevocably constituted and appointed stockholder’s representative (the penultimate sentence of this Section 4.1“Stockholders’ Representative”) for the Holders listed on Schedule 2.5 hereof (each a “Preferred Holder” and collectively, the Stockholders“Preferred Holders”), as such Preferred Holders’ Representative shall serve as agent and attorney-in-fact, with full power and authority to act, including full power of substitution, in his, her or its name and on his, her or its behalf with respect to all matters arising from or in any way relating to this Agreement, the exclusive agent of the holders of T2 Warrants Escrow Agreement and T3 Warrants for all purposes of any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the transactions contemplated herebyTransaction as fully as such Preferred Holder could if then personally present and acting alone. Without limiting the generality of the foregoinglimitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be authorized deemed to have been validly delivered to each such Preferred Holder, (aii) to execute all certificates, documents and agreements on behalf of and in the name any consent given or waiver of any provision of this Agreement, the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Escrow Agreement or any other agreementagreement entered into in connection with this Agreement, document by the Stockholders’ Representative shall be binding upon each Preferred Holder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to execute for and on behalf of each Preferred Holder any amendment to this Agreement, the Escrow Agreement or instrument contemplated by any other agreement entered into in connection with this Agreement. The This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative also nor any agent employed by it shall be exclusively authorized incur any liability to take all actions on behalf any Preferred Holder by virtue of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement failure or in respect refusal of the Transactions contemplated herebyStockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Preferred Holders, jointly and severally, agree to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without indemnify the Stockholders’ Representative’s prior written approval. The , his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants Parties”) and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as hold the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it Parties harmless against any lossand all losses, liability liabilities or expense expenses incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time Representative, including the reasonable costs and expenses incurred by the holders of a majority Stockholders’ Representative in interest of the Escrowed Stock held defending against any claim or liability in connection herewith or the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedAgreement.

Stockholders’ Representative. Subject to (a) In the penultimate sentence event the Stockholders approve the Merger, effective upon such vote and without any further action by the Stockholders, the Company and, by their approval and adoption of this Section 4.1Agreement, the Stockholders hereby appoint the Principal Officer as agent and attorney-in-fact (as such, the “Stockholders’ Representative”) for each Stockholder receiving Bionik Common Stock in the Merger, for and on behalf of the Stockholders. The Stockholders’ Representative shall have full power and authority to represent all of the Stockholders and their successors with respect to all matters arising under this Agreement and the Escrow Agreement and all actions taken by the Stockholders’ Representative hereunder and thereunder shall serve be binding upon all such Stockholders and their successors as if expressly confirmed and ratified in writing by each of them and no Stockholder shall have the exclusive agent right to object, dissent, protest or otherwise contest the same. The Stockholders’ Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Escrow Agreement for and on behalf of the holders Stockholders, as fully as if the Stockholders were acting on their own behalf, including, without limitation, executing the Escrow Agreement as Stockholders’ Representative, giving and receiving any notice or instruction permitted or required under this Agreement or the Escrow Agreement by the Stockholders’ Representative or any Stockholder, interpreting all of T2 Warrants the terms and T3 Warrants for all purposes provisions of this Agreement and the transactions Escrow Agreement, authorizing payments to be made with respect hereto or thereto, defending all indemnity claims against the Stockholders pursuant to Section 6.2 of this Agreement (an “Indemnity Claim”), consenting to, compromising or settling all Indemnity Claims, conducting negotiations with Bionik and its agents regarding such claims, dealing with Bionik and the Escrow Agent under this Agreement and the Escrow Agreement and Bionik under the Registration Rights Agreement with respect to all matters arising under this Agreement, the Escrow Agreement and the Registration Rights Agreement, taking any and all other actions specified in or contemplated herebyby this Agreement, the Escrow Agreement and the Registration Rights Agreement, and engaging counsel, accountants or other Stockholders’ Representatives in connection with the foregoing matters. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) have full power and authority to execute interpret all certificatesthe terms and provisions of this Agreement, documents the Escrow Agreement and agreements the Registration Rights Agreement and to consent to any amendment hereof or thereof on behalf of all such Stockholders and in such successors. Notwithstanding the name of foregoing, each Stockholder shall have the right to exercise any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant voting rights appertaining to the advice of counsel shall be conclusive evidence of such good faithIndemnity Escrow Shares. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.38

Stockholders’ Representative. Subject Upon receipt of the Company Stockholders Approval, Zxxxxxx Xxxxx shall have been appointed by the Stockholders as agent and attorney-in-fact for each Stockholder, (i) to give and receive notices and communications to Purchaser for any purpose under this Agreement and the Additional Agreements, (ii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any 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 the penultimate sentence Stockholders of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by the Purchaser 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 securities described herein 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 Stockholders’ Representative for the accomplishment of the foregoing. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Section 4.1, Agreement agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall serve as the exclusive agent not be effective until written notice is delivered to Purchaser. No bond shall be required of the holders of T2 Warrants Stockholders’ Representative, and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) not receive any compensation for his services. Notices or communications to execute all certificates, documents and agreements on behalf of and in or from the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized constitute notice to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without from the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent or instruction of the Stockholders’ Representative while acting in good faithshall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and any act done or omitted pursuant to the advice of counsel shall be final, binding and conclusive evidence upon each of such good faiththe Stockholders. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time Stockholders shall severally indemnify the Stockholders’ Representative and hold it him harmless against any loss, liability liability, or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder. The person serving as Notwithstanding anything in this Section 14.15 to the contrary, the Stockholders’ Representative may resign shall have no obligation or be replaced from time authority with respect to time any indemnification claims against a Stockholder made by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedPurchaser under Section 11.2.

Stockholders’ Representative. Subject (a) The Letters of Transmittal shall provide that any Stockholder or Optionholder receiving consideration pursuant to this Agreement shall have agreed upon execution and delivery of the penultimate sentence Letters of this Section 4.1Transmittal, that the Stockholders’ Representative shall serve ' Representative, will be appointed as such person's Attorney-in-Fact and representative, with the exclusive agent of the holders of T2 Warrants obligations, power and T3 Warrants for authority (i) to do any and all purposes of things and to execute any and all documents or other papers, in each such person's name, place and stead, in any way in which each such person could do if personally present, in connection with this Agreement and the transactions contemplated hereby. Without limiting by this Agreement (the generality of the foregoing"Transactions"), the Stockholders’ Representative shall be authorized (aii) to execute all certificatesamend, documents and agreements on behalf of and in cancel or extend, or waive the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated herebyterms of, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized ancillary agreement and (iii) to take all actions act on behalf of the holders of T2 Warrants and T3 Warrants in connection Bionics Trust with respect to any claims (including the settlement thereof) made by Parent for indemnification pursuant to Article VII or any dispute arising under this Agreement or in respect Section 2.11 ; provided, however, that without the written consent of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf Earn Out Recipients who collectively hold more than 50% of the holders of T2 Warrants and T3 WarrantsEarn Out Rights at such time, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ ' Representative shall not take or approve any of the matters listed on Exhibit H; provided, further, that if the Stockholders' Representative has not completed a required solicitation of consent and notified Parent in writing of the results of such solicitation within 30 business days of written request by Parent seeking the consent of the Earn Out Recipients with respect to any of the matters listed on Exhibit H, such consent shall be deemed not to have been provided. The solicitation of any consent referred to in the preceding sentence shall be conducted by and at the expense of the Stockholders' Representative. The Principal Stockholders, each Stockholder and Optionholder that executes and delivers a Letter of Transmittal and each Earn Out Recipient shall be bound by all actions taken by the Stockholders' Representative consistent with this Section 2.12(a) in his, her or their capacity as the Stockholders' Representative, and neither Parent nor the Surviving Corporation shall be liable to any Person of the Stockholders or Earn Out Recipients for any act done action taken or omitted hereunder as to be taken by it in such reliance or for any action taken or omitted to be taken by the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed' Representative.

Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.1, the Stockholders’ Representative shall serve as the exclusive agent By virtue of the holders of T2 Warrants and T3 Warrants for all purposes adoption of this Agreement and the transactions contemplated hereby. Without limiting Transactions, including the generality approval of the foregoingprincipal terms of the Merger and the consummation of the Merger, or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Company Securityholder shall be deemed to have appointed the designation of, and hereby designates, Shareholder Representative Services LLC as the Stockholders’ Representative shall be authorized as of the Closing for all purposes in connection with this Agreement and any agreement ancillary hereto, including (a) to execute all certificates, documents give and agreements on behalf of receive notices and in communications to Parent for any purpose under this Agreement and the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and Additional Agreements; (b) to negotiateact on behalf of Company Securityholders in accordance with the provisions of the Agreement, execute the securities described herein and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreementexecuted in connection with the Agreement and the Merger; and (c) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. The Stockholders’ Representative also shall may resign at any time. Such agency may be exclusively authorized changed by the Company Securityholders from time to take all actions time upon no less than twenty (20) days’ prior written notice to Parent; provided, however, that the Stockholders’ Representative may not be removed unless holders of a majority of the Company Securities (on behalf an as converted or exercised basis) outstanding immediately prior to the Effective Time agree to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of T2 Warrants and T3 Warrants a majority of the Company Securities (on an as converted or exercised basis) outstanding immediately prior to the Effective Time. No bond shall be required of the Stockholders’ Representative. The Stockholders’ Representative will incur no liability of any kind with respect to any action or omission by the Stockholders’ Representative in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The services pursuant to this Agreement and any agreement ancillary hereto, except in the event of liability directly resulting from the Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenienceRepresentative’s gross negligence or willful misconduct. The Stockholders’ Representative shall not be liable to any Person for any act done action or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted omission pursuant to the advice of counsel shall be conclusive evidence of such good faithcounsel. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify Securityholders will indemnify, defend and hold harmless the Stockholders’ Representative from and hold it harmless against any lossand all losses, liability or liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense incurred without gross negligence or bad faith on the part of the Stockholders’ document location, duplication and shipment) (collectively, “Representative and Losses”) arising out of or in connection with the acceptance Stockholders’ Representative’s execution and performance of this Agreement and any agreement ancillary hereto, in each case as such Representative Loss is suffered or administration incurred; provided that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of its duties hereunder. The person serving as the Stockholders’ Representative, the Stockholders’ Representative may resign will reimburse the Company Securityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or be replaced from time willful misconduct. If not paid directly to time the Stockholders’ Representative by the holders Company Securityholders, any such Representative Losses may be recovered by the Stockholders’ Representative from the funds in the Expense Fund; provided that, while this provision allows the Stockholders’ Representative to be paid from the aforementioned sources of a majority in interest funds, this does not relieve the Company Securityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholders’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Stockholders’ Representative be required to advance its own funds on behalf of the Escrowed Stock held Company Securityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative under this Section 12.14. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this Agreement. Upon the Closing, the Company will wire $15,000 (the “Expense Fund”) to the Stockholders’ Representative, which will be used for the purposes of paying directly, or reimbursing the Stockholders’ Representative for, any third party expenses pursuant to this Agreement and the agreements ancillary hereto. Neither the Company nor the Company Securityholders will receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholders’ Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Stockholders’ Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the Escrow Account upon not less than ten (10) daysevent of bankruptcy. As soon as practicable following the completion of the Stockholders’ prior written notice Representative’s responsibilities, the Stockholders’ Representative will deliver any remaining balance of the Expense Fund to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedthe Company.

Stockholders’ Representative. Subject to (a) By virtue of the penultimate sentence approval and adoption of this Section 4.1Agreement by the requisite consent of the Company Stockholders, each of the Company Stockholders (other than such Company Stockholders, if any, who have perfected dissenters’ or appraisal rights under Delaware or the applicable laws of the State of California) shall be deemed to have agreed to appoint Xxxxxx X. Xxxxx as its agent and attorney-in-fact (the “Stockholders’ Representative”) for and on behalf of the Stockholders to give and receive notices and communications, to authorize payment to any Indemnified Party from the Earnout Amount in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Company Stockholder or by any such Company 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 Stockholders’ Representative shall serve as for the exclusive agent accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Company Stockholders with the right to a majority of the Pro Rata Portions of the Earnout Amount; provided, however, that the Stockholders’ Representative may not be removed unless holders of T2 Warrants a two-thirds interest of the Earnout Amount agree to such removal and T3 Warrants for all purposes to the identity of this Agreement and the transactions contemplated herebysubstituted agent. Without limiting the generality of 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 authorized effective upon the earlier of (aA) to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and thirty (b30) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect calendar days following delivery of such claims on behalf written notice or (B) the appointment of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time a successor by the holders of a majority in interest of the Escrowed Stock held in Earnout Amount. No bond shall be required of the Escrow Account upon not less than ten (10) daysStockholders’ prior written notice to Parent Representative, and with Parent’s written consent, which the Stockholders’ Representative shall not be unreasonably withheld, conditioned or delayedreceive any compensation for its services.

Stockholders’ Representative. Subject to (a) Each of the penultimate sentence Stockholders designates Sxxxx Xxx as such Indemnifying Securityholder’s representative (the “Stockholders’ Representative”) for purposes of this Section 4.1Agreement, and Sxxxx Xxx agrees to act as the Stockholders’ Representative shall serve as the exclusive agent set forth herein. Each of the holders Stockholders and each of T2 Warrants their respective successors shall be deemed to have approved, and T3 Warrants for shall be bound by, any and all purposes of actions taken by the Stockholders’ Representative on their behalf under or otherwise relating to this Agreement and the transactions contemplated herebyhereunder as if such actions were expressly ratified and confirmed by each of them. Without limiting In the generality of event that the foregoingStockholders’ Representative is unable or unwilling to serve or shall resign, the a successor Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time selected by the holders of a majority in interest of the Escrowed Stock held in Shares outstanding immediately prior to the Escrow Account Closing. A Stockholders’ Representative may not resign, except upon not less than ten thirty (1030) days’ prior written notice to Parent the Buyer. In the event of a notice of proposed resignation, or any death, disability or other replacement of a Stockholders’ Representative, a successor shall be appointed effective immediately thereafter (and, in the case of death of a Stockholders’ Representative, the executor or other Representative of such Stockholders’ Representative’s estate shall be deemed to be the successor), and with Parent’s the Buyer shall be notified promptly of such appointment by such successor Stockholders’ Representative. No resignation, nor any other replacement, of any Stockholders’ Representative is effective against the Buyer until selection of a successor and prior written consentnotice to the Buyer of such selection. Each successor Stockholders’ Representative shall have all of the power, which shall not be unreasonably withheldrights, conditioned or delayedauthority and privileges hereby conferred upon the original Stockholders’ Representative.

Stockholders’ Representative. Subject By virtue of their approval of the Merger, the Stockholders appoint the Stockholders’ Representative as representative of the Stockholders and as the attorney-in-fact and agent for and on behalf of each Stockholder with respect to claims for Losses under Article 10. The Stockholders’ Representative will take any and all actions and make any decisions required or permitted to be taken by the Stockholders’ Representative under this Agreement and the Stockholders’ Representative Agreement in compliance with the Stockholders’ Representative Agreement, including the exercise of the power to: (a) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims for Losses; (b) arbitrate, resolve, settle or compromise any Contested Claim made pursuant to Article 10; and (c) take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. The Stockholders’ Representative will have authority and power to act on behalf of each Stockholder with respect to the penultimate sentence disposition, settlement or other handling of all claims for Losses under Article 10 and all rights or obligations arising under Article 10. In performing the functions specified in this Section 4.1Agreement, the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall will not be liable to any Person for any act done or omitted hereunder as Stockholder in the absence of willful misconduct, to extent permitted by applicable law, on the part of the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faithRepresentative. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall Stockholders will severally, but not jointly, on a pro rata basis, indemnify the Stockholders’ Representative and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith willful misconduct, to extent permitted by applicable law, on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder. The person serving as If the Stockholders’ Representative may resign shall die, become disabled or otherwise be replaced from time unable to time by the holders of a majority in interest fulfill his responsibilities as representative of the Escrowed Stock held in Stockholders, then the Stockholders shall, within ten days after such death or disability, appoint a successor representative and, promptly thereafter, shall notify Parent and the Escrow Account upon not less than ten (10) daysAgent of such successor. The Stockholders’ Representative shall have the right to recover from the Escrow Fund, prior written notice to Parent any distribution to the Stockholders equal to any reasonable fees, costs and expenses in connection with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedthe acceptance and administration of the Stockholders’ Representative duties hereunder.

Stockholders’ Representative. Subject By virtue of their approval of the Merger, the Stockholders shall have appointed the Stockholders’ Representative as representative of the Stockholders and as the attorney-in-fact and agent for and on behalf of each Stockholder with respect to claims for Losses under Article 10. The Stockholders’ Representative will take any and all actions and make any decisions required or permitted to be taken by the Stockholders’ Representative under this Agreement and the Stockholders’ Representative Agreement in compliance with the Stockholders’ Representative Agreement, including the exercise of the power to: (a) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims for Losses; (b) arbitrate, resolve, settle or compromise any Contested Claim made pursuant to Article 10; and (c) take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. The Stockholders’ Representative will have authority and power to act on behalf of each Stockholder with respect to the penultimate sentence disposition, settlement or other handling of all claims for Losses under Article 10 and all rights or obligations arising under Article 10. In performing the functions specified in this Section 4.1Agreement, the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall will not be liable to any Person for any act done or omitted hereunder as Stockholder in the absence of willful misconduct, to the extent permitted by applicable law, on the part of the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faithRepresentative. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall Stockholders will severally, but not jointly, on a pro rata basis, indemnify the Stockholders’ Representative and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith willful misconduct, to the extent permitted by applicable law, on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder. The person serving as If the Stockholders’ Representative may resign shall die, become disabled or otherwise be replaced from time unable to time by the holders of a majority in interest fulfill his responsibilities as representative of the Escrowed Stock held in Stockholders, then the Stockholders shall, within ten days after such death or disability, appoint a successor representative and, promptly thereafter, shall notify Parent and the Escrow Account upon not less than ten (10) daysAgent of such successor. The Stockholders’ Representative shall have the right to recover from the Escrow Fund, prior written notice to Parent any distribution to the Stockholders, an amount equal to any reasonable fees, costs and expenses in connection with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedthe acceptance and administration of the Stockholders’ Representative duties hereunder.

Stockholders’ Representative. Subject Long Deng is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (i) to give and receive notices and communications to or by Parent and Purchaser for any purpose under this Agreement and the Additional Agreements, (ii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Article XI 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, Purchaser and the Surviving Corporation of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by Parent, Purchaser 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 securities described herein 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 Stockholders’ Representative for the accomplishment of the foregoing. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the penultimate sentence Purchaser and, if after the Effective Time, the Surviving Corporation, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Section 4.1, Agreement agrees to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall serve as the exclusive agent not be effective until written notice is delivered to Purchaser. No bond shall be required of the holders of T2 Warrants Stockholders’ Representative, and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) not receive any compensation for his services. Notices or communications to execute all certificates, documents and agreements on behalf of and in or from the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized constitute notice to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without from the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent or instruction of the Stockholders’ Representative while acting in good faithshall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and any act done or omitted pursuant to the advice of counsel shall be final, binding and conclusive evidence upon each of such good faiththe Stockholders. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time Stockholders shall severally indemnify the Stockholders’ Representative and hold it him harmless against any loss, liability liability, or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder. The person serving as Notwithstanding anything in this Section 14.15 to the contrary, the Stockholders’ Representative may resign (in his capacity as such) shall have no obligation or be replaced from time authority with respect to time any indemnification claims against a Stockholder made by the holders a Purchaser Indemnitee under Section 11.1. [The remainder of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice this page intentionally left blank; signature pages to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.follow]

Stockholders’ Representative. Subject to (a) By virtue of the penultimate sentence adoption of this Section 4.1Agreement and as set forth in the Letters of Transmittal, the Stockholders’ Representative is hereby authorized, directed and appointed to act as sole and exclusive agent, attorney-in-fact and representative of the Equityholders, with full power of substitution with respect to all matters under this Agreement and the Escrow Agreement, including executing and delivering this Agreement and the Escrow Agreement (with such modifications or changes therein as to which the Stockholders’ Representative, in its sole discretion, shall serve have consented) on behalf of the Equityholders and to agree to such amendments or modifications thereto as the exclusive agent Stockholders’ Representative, in its sole discretion, determines to be desirable, determining, giving and receiving notices and processes hereunder, receiving certain distributions of the holders Escrow Account or otherwise payable to the Equityholders pursuant to this Agreement for the benefit of T2 Warrants the Equityholders, executing and T3 Warrants for delivering, on behalf of the Equityholders, any and all purposes of documents or certificates to be executed by the Equityholders, in connection with this Agreement or the Escrow Agreement and the transactions contemplated hereby. Without limiting the generality hereby and thereby, granting any waiver, consent or approval on behalf of the foregoingEquityholders under this Agreement or the Escrow Agreement, appointing one or more successor Stockholders’ Representatives, contesting and settling any and all claims in respect of this Agreement or the Escrow Agreement and the transactions contemplated hereby and thereby, resolving any other disputes hereunder, performing the duties expressly assigned to the Stockholders’ Representative hereunder and to engage and employ agents and representatives and to incur such other expenses as the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants reasonably deem necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants prudent in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenienceforegoing. The Stockholders’ Representative shall not be liable have the sole and exclusive right on behalf of any Equityholder to take any action or provide any waiver, or receive any notice with respect to any Person for claims in respect of this Agreement or the Escrow Agreement and the transactions contemplated hereby and thereby, and to settle any act done claim or omitted hereunder as controversy arising with respect thereto. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Stockholders’ Representative while acting consistent herewith, shall be absolutely and irrevocably binding on each Equityholder as if such Equityholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in good faithsuch Equityholder’s individual capacity, and any act done no Equityholder shall have the right to object, dissent, protest or omitted pursuant to otherwise contest the advice of counsel shall be conclusive evidence of such good faithsame. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.77

Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.1, the Stockholders’ Representative shall serve as the exclusive agent Each of the holders Stockholders and the Company designates Xxxxx Xxxxxxxxx (the chief financial officer of T2 Warrants and T3 Warrants Xxxxxxxxx) as its representative (the "Stockholders' Representative") for all purposes under this Agreement, including receipt of disclosures, granting and/or executing consents or waivers, receiving notices and agreeing to and executing amendments and/or modifications to this Agreement. Any such receipt, grant, agreement and/or execution by the Stockholders' Representative shall be valid and binding on the Company and each of the Stockholders. The designation by the Company and the Stockholders of such representative may not be revoked without the written consent of Buyer. Each of the Stockholders also appoints the Stockholders' Representative as such Stockholder's custodian and attorney-in-fact to act for such Stockholder in connection with the Escrow Agreement arrangements as contemplated by the terms hereof and thereof, and the Stockholders' Representative hereby accepts such appointment. It is agreed by each of the Stockholders that the Escrow Fund to be held in custody by the Escrow Agent under the Escrow Agreement will be subject to the interests of the Buyer and the Stockholders' Representative as attorney-in-fact; that the arrangements made by such Stockholder hereunder and thereunder are irrevocable; and that the obligations of such Stockholder hereunder shall not be terminated by any acts of such Stockholder, or by operation of law, whether by the death or incapacity of such Stockholder or any other party to this Agreement or the occurrence of any other event; and if any such death, incapacity or any other such event shall occur after the execution of this Agreement and before the transactions contemplated hereby. Without limiting Closing Date or the generality delivery of all or any portion of the foregoingEscrow Fund to Buyer, the Stockholders’ ' Representative is nevertheless authorized and directed to hold and dispose of the Escrow Fund (and to instruct the Escrow Agent to hold and dispose of the Escrow Fund) in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether or not the Stockholder's Representative shall be authorized (a) have received notice of such death, incapacity or other event. All decisions and actions by the Stockholders' Representative, including without limitation any agreement between the Stockholders' Representative and the Buyer or the Escrow Agent relating to execute all certificatesindemnification obligations of the Stockholders under this Agreement, documents and agreements on behalf of and in including the name defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated herebyStockholders, and (b) no Stockholder shall have the right to negotiateobject, execute and deliver all amendmentsdissent, modifications and waivers to this Agreement protest or any other agreement, document or instrument contemplated by this Agreementotherwise contest the same. The Stockholders’ ' Representative also shall incur no liability to the Stockholders with respect to any action taken or suffered by the Stockholders' Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by him to be exclusively authorized genuinely and duly authorized, nor for any other action or inaction with respect to take all actions on behalf the indemnification obligations of the holders Stockholders under this Agreement, including the defense or settlement of T2 Warrants and T3 Warrants in connection with any claims made and the making of payments with respect thereto, except to the extent resulting from the Stockholders' Representative's own willful misconduct or negligence. The Stockholders' Representative may, in all questions arising under this Agreement or in respect the Escrow Agreement, rely on the advice of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claimscounsel, and to make and receive payments for anything done, omitted or suffered in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without good faith by the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ ' Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify Stockholders acknowledge and agree that the Stockholders’ ' Representative may incur costs and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith expenses on the part behalf of the Stockholders’ Representative and arising out of or Stockholders in connection with the acceptance or administration of its duties hereunder. The person serving his capacity as Stockholders’ ' Representative may resign or be replaced from time ("Representative Expenses"). Each of the Stockholders agrees to time pay the Stockholders' Representative, promptly upon demand by the holders Stockholders' Representative therefor, such Stockholder's Proportionate Share of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedany Representative Expenses.

Stockholders’ Representative. Subject The Stockholders hereby appoint the Institutional Stockholder as their representative from the date hereof, such representative shall be the "Stockholders' Representative". The Stockholders' Representative is hereby authorized to act as each Stockholder's representative and the penultimate sentence Stockholders each agree that the Buyer may rely, without enquiry, upon any action of this Section 4.1, the Stockholders’ ' Representative shall serve as the exclusive agent act of all of the holders of T2 Warrants and T3 Warrants for Stockholders in all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) matters referred to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or the Escrow Agreement as being carried out by the Stockholders' Representative and further to enter into any other agreement, document agreement with respect to any matter or instrument transaction contemplated by this Agreement. The Stockholders, by their execution of this Agreement, also authorize the Stockholders’ Representative, (i) to take all action necessary in connection with the defense, payment and/or settlement of any claims for which the Escrow Amount may be available to indemnify any of the Buyer Indemnitees pursuant to Section 10, (ii) to give and receive all notices required to be given under Section 10 of this Agreement and the Escrow Agreement, (iii) to take any and all additional action as is contemplated to be taken by the Stockholders' Representative also shall be exclusively authorized by the terms of this Agreement or the Escrow Agreement, (iv) negotiate and enter into amendments to this Agreement and the Escrow Agreement for and on behalf of the Stockholders, and (v) to take all actions on behalf necessary or appropriate in the judgment of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative for the accomplishment of any of the foregoing. At any time the Institutional Stockholder may agree to appoint another person (or persons, acting jointly and severally) as the Stockholders' Representative in substitution for the existing Stockholders' Representative’s prior written approval. The Such successor shall agree in writing to accept the appointment in accordance with the terms of this Agreement and such appointment shall be promptly notified to the Buyer in writing. Any decision or action by the Stockholders’ Representative is serving in hereunder, including any agreement between the capacity as exclusive agent Stockholders’ Representative and Buyer relating to the determination of the holders defense, payment or settlement of T2 Warrants any claims for which the Escrow Amount may be available to indemnify any of the Buyer Indemnitees pursuant to Section 10, shall constitute a decision or action of all Stockholders and T3 Warrants hereunder solely shall be final, binding and conclusive upon each such Stockholder. No Stockholders shall have the right to object to, dissent from, protest or otherwise contest the same and the Buyer and Buyer Indemnitees are hereby relieved from any liability to any Stockholder for purposes any acts done by them in accordance with the instruction, decision, or act of administrative conveniencethe Stockholder’s Representative. The Stockholders’ Representative shall not be liable to any Person receive no compensation for any act done its services hereunder or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in under the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedAgreement.

Stockholders’ Representative. Subject a. Pursuant to the penultimate sentence of this Section 4.1Merger Agreement, the Stockholders’ Stockholders Representative shall serve act as the exclusive agent and attorney-in-fact for and on behalf of each of the holders Company Stockholders and the Company Vested Stock Optionholders receiving consideration pursuant to Article I of T2 Warrants the Merger Agreement. The Stockholders Representative shall have full power and T3 Warrants for authority to represent all purposes of such Company Stockholders and Company Vested Stock Optionholders and their respective successors with respect to all matters arising under this Indemnity Agreement and the transactions Merger Agreement and all actions taken by the Stockholders Representative hereunder and thereunder shall be binding upon all such Company Stockholders and Company Vested Stock Optionholders and such successors as if expressly confirmed and ratified in writing by each of them. The Stockholders Representative shall take any and all actions which it believes are necessary or appropriate under this Indemnity Agreement and the Merger Agreement for and on behalf of such Company Stockholders and Company Vested Stock Optionholders, as fully as if such Company Stockholders and Company Vested Stock Optionholders were acting on their own behalf, including, without limitation, defending all indemnity claims pursuant to Section 8.2 of the Merger Agreement, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Parent and the Indemnity Agent under this Indemnity Agreement and the Merger Agreement, taking any and all other actions specified in or contemplated herebyby this Indemnity Agreement and the Merger Agreement, and engaging counsel, accountants or other Stockholders Representatives in connection with the foregoing matters. Without limiting the generality of the foregoing, the Stockholders’ Stockholders Representative shall be authorized (a) have full power and authority to execute interpret all certificates, documents the terms and agreements provisions of this Indemnity Agreement and the Merger Agreement and to consent to any amendment hereof or thereof on behalf of all such Company Stockholders and in the name of any of the holders of T2 Warrants Company Vested Stock Optionholders and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereundersuccessors. The person serving as Stockholders’ designated to be Stockholders Representative may resign or be replaced from time to time by changed in accordance with the holders of a majority in interest of the Escrowed Stock held provisions set forth in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedMerger Agreement.

Stockholders’ Representative. Subject By virtue of the authorization and consent of the Stockholders holding 75% or more of the total issued share capital of the Company (the “Selling Stockholders”) and the drag along notices dated July 5, 2019, sent on behalf of the Selling Stockholders to the penultimate sentence remaining stockholders of the Company, the Stockholders have irrevocably nominated, constituted and appointed Pelham Limited, a Hong Kong company, as the agent and attorney-in-fact for each Stockholder, (i) to give and receive notices and communications to the Purchaser for any purpose under this Agreement and the Additional Agreements, (ii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims under Section 4.110.1 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 the Stockholders of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by the Purchaser in accordance with the provisions of the Escrow Agreement, (v) to act on behalf of the Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Share Exchange and (vi) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days’ prior written notice to the Purchaser, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common 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 Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall serve as not be effective until written notice is delivered to the exclusive agent Purchaser. No bond shall be required of the holders of T2 Warrants Stockholders’ Representative, and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) not receive any compensation for his services. Notices or communications to execute all certificates, documents and agreements on behalf of and in or from the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized constitute notice to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without from the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent or instruction of the Stockholders’ Representative while acting in good faithshall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders and any act done or omitted pursuant to the advice of counsel shall be final, binding and conclusive evidence upon each of such good faiththe Stockholders. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time Stockholders shall severally indemnify the Stockholders’ Representative and hold it him harmless against any loss, liability liability, or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder. The person serving as Notwithstanding anything in this Agreement to the contrary, the Stockholders’ Representative may resign shall have no obligation or be replaced from time authority with respect to time any indemnification claims against a Stockholder made by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedPurchaser under Section 10.2.

Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.1(a) The Stockholders and Management Incentive Grant Recipients, the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of by adopting this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, irrevocably appoint the Stockholders’ Representative shall be authorized as their agent and attorney-in-fact for purposes of (ai) the determination of the level of effort applied by Parent or the Surviving Corporation in the operation of the business pursuant to Section 2.2(d), (ii) the determination of the occurrence of the Earn Out Event pursuant to Section 2.2, (iii) the determination of the execution of a Compound Transaction Agreement, (iv) the resolution of any disputes related to the occurrence of the Earn Out Event or the execution of a Compound Transaction Agreement, including the timing thereof, (v) the resolution of any disputes for which a Buyer Indemnified Party or Stockholder Indemnified Party may seek indemnification or offset pursuant to Article VII, (vi) the enforcement of any rights the Stockholders or Management Incentive Grant Recipients may have against Parent or the Surviving Corporation under this Agreement, (vii) amendments to this Agreement pursuant to Section 11.6 and (viii) to execute all certificates, documents and agreements do or refrain from doing any further act or deed on behalf of the Stockholders and Management Incentive Grant Recipients which the Stockholders’ Representative deems necessary or appropriate in his, her or its sole discretion relating to the name subject matter of this Agreement and the Escrow Agreement. By virtue of the approval of the Merger and this Agreement by the Stockholders, or with respect to the execution and delivery of a Letter of Transmittal as to the Management Incentive Grant Recipients and without any further action of any of the holders of T2 Warrants Stockholders and T3 Warrants necessary to effectuate Management Incentive Grant Recipients or the transactions contemplated herebyCompany, each Stockholder and Management Incentive Grant Recipient (bi) to negotiate, execute and deliver agrees that all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated actions taken by this Agreement. The the Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or the Escrow Agreement shall be binding upon such Stockholder and Management Incentive Grant Recipient and such Stockholder’s and Management Incentive Grant Recipient’s successors as if expressly confirmed and ratified in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle writing by such claimsStockholder and Management Incentive Grant Recipient, and (ii) waives any and all defenses which may be available to make and receive payments in respect of such claims on behalf of contest, negate or disaffirm the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of taken in good faith under this Agreement or in connection the Escrow Agreement. Fortis Advisors LLC hereby accepts its appointment as the Stockholders’ Representative. Parent shall be entitled to deal exclusively with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative on all matters relating to (A) the determination of the level of effort applied by Parent or the Surviving Corporation in the operation of the business pursuant to Section 2.2(d), (B) the determination of the occurrence of an Earn Out Event pursuant to Section 2.2, (C) the determination of the execution of a Compound Transaction Agreement, including the timing thereof, (D) the resolution of any disputes related to the occurrence of the Earn Out Event or the execution of a Compound Transaction Agreement, (E) the resolution of any disputes for which a Buyer Indemnified Party or Stockholder Indemnified Party may resign seek indemnification or offset pursuant to Article VII, and (F) the enforcement of any rights the Stockholders or Management Incentive Grant Recipients may have against Parent or the Surviving Corporation under this Agreement, and shall be replaced from time entitled to time rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Management Incentive Grant Recipient by the holders Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of a majority in interest of any Stockholder or Management Incentive Grant Recipient by the Escrowed Stock held in the Escrow Account Stockholders’ Representative, as fully binding upon not less than ten (10) days’ prior written notice to Parent such Stockholder and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedManagement Incentive Grant Recipient.

Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.1, (a) The Stockholders hereby irrevocably appoint the Stockholders’ Representative shall serve as the exclusive proxy, representative, agent and attorney-in-fact of each of the holders of T2 Warrants and T3 Warrants Stockholders for all purposes under this Agreement, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of such Stockholders at any time, in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement and the transactions Ancillary Agreements contemplated hereby. Without limiting hereunder, and to facilitate the generality consummation of the foregoingMerger, and in connection with the Stockholders’ Representative shall activities to be authorized (a) to execute all certificates, documents and agreements performed by or on behalf of the Stockholders under this Agreement and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated herebyAncillary Agreements, and each other agreement, document, instrument or certificate referred to herein or therein (b) to negotiate, execute including in connection with any and deliver all amendments, modifications and waivers claims for indemnification brought pursuant to this Agreement or any other agreementthe Ancillary Agreements). The Stockholders’ Representative may resign by providing thirty (30) days’ prior written notice to each Stockholder and Buyer. Upon the resignation of the Stockholders’ Representative, document such Stockholders who, immediately prior to the Effective Time, held a majority of the Company Stock shall appoint a replacement Stockholders’ Representative to serve in accordance with the terms of this Agreement, provided, that if the holders of a majority of the Company Stock fail to appoint a replacement Stockholder Representative in accordance with the preceding clause of this sentence within forty-five (45) days of such Stockholders’ Representative resigning or instrument contemplated becoming unable to serve, then Buyer shall have the right to replace the Stockholder’ Representative who shall serve until a successor is duly appointed by a majority of the Stockholders party to this Agreement. The Stockholders’ Representative also shall be exclusively authorized have no other duties or obligations, at law, in equity, by contract or otherwise, to take all actions act on behalf of the holders of T2 Warrants and T3 Warrants any Stockholder, except for those duties or obligations expressly set forth in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approvalAgreement. The Stockholders’ Representative is serving in the capacity appointment as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable deemed to create any Person for any act done partnership or omitted hereunder as other fiduciary or similar relationship between the Stockholders’ Representative while acting in good faith, and or any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedStockholder.

Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.1Each Seller hereby ---------------------------- irrevocably constitutes and appoints Xxxxx X. Xxxxxx (together with her permitted successor hereunder, the Stockholders’ Representative shall serve "Sellers' Representative"), as the exclusive such Seller's true and lawful agent of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and attorney-in-fact to enter into any agreement in connection with the transactions contemplated hereby. Without limiting the generality hereunder, to exercise all or any of the foregoingpowers, authority and discretion conferred on such Seller hereunder, to receive payment of such Seller's allocable portion of the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements cash consideration on behalf of such Seller, to give and in receive notices on such Seller's behalf and to represent such Seller with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement, including the name defense, appeal or settlement of any of the holders of T2 Warrants and T3 Warrants necessary claim, action or proceeding for which such Seller may be obligated to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers indemnify any person pursuant to this Agreement or any other agreementwhich may be brought by the Purchaser against such Seller to enforce such indemnity, document or instrument contemplated by this Agreement. The Stockholders’ and the Sellers' Representative also shall be exclusively authorized hereby agrees to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claimsact as, and to make undertake the duties and receive payments responsibilities of, such agent and attorney-in-fact. Each Seller hereby ratifies and confirms, and hereby agrees to ratify and confirm, any action taken by the Sellers' Representative in respect the exercise of the power of attorney granted to the Sellers' Representative pursuant to this Section, which power of attorney, being coupled with an interest, is irrevocable and shall survive the death, incapacity or incompetence of such claims on behalf Seller. If the Sellers' Representative shall be unable to serve in such capacity, each Seller hereby agrees that her successor shall be Xxxxxxx X. Xxxxxx. Notwithstanding the appointment of the holders of T2 Warrants Sellers' Representative as the Sellers' attorney-in-fact, as aforesaid, it is expressly understood and T3 Warrants, and no holders of T2 Warrants and T3 Warrants agreed that the Purchaser shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent be entitled to delivery at Closing of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faithfollowing documents, and any act done or omitted pursuant to Section 1.9 hereof, executed by the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability appropriate one or expense incurred without gross negligence or bad faith on the part ones of the Stockholders’ Representative Sellers and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.Sellers' Representative:

Stockholders’ Representative. Subject to (a) At the penultimate sentence of this Section 4.1Effective Time, Warburg Pincus Private Equity VIII, L.P. shall be constituted and appointed as the Stockholders’ Stockholders Representative. The Stockholders Representative shall serve as be the exclusive agent for and on behalf of the holders current or former holder of T2 Systinet Capital Stock, vested but unexercised Systinet Options or Systinet Warrants immediately prior to the Effective Time to: (i) give and T3 Warrants for all purposes receive notices and communications to or from Mercury (on behalf of itself or any other Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement and or any of the transactions and other matters contemplated hereby. Without limiting hereby or thereby; (ii) authorize deliveries to Mercury of cash from the generality Escrow Fund in satisfaction of claims asserted by Mercury (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims in accordance with Section 7.6; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and demand mediation and arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims; and (v) take all actions necessary or appropriate in the judgment of the Stockholders Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the Stockholders’ consent of any Person under any circumstance. The Stockholders Representative shall be authorized (a) to execute all certificates, documents the sole and agreements on behalf exclusive means of and in the name of asserting or addressing any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, above and no holders current or former holder of T2 Systinet Capital Stock, vested but unexercised Systinet Options or Systinet Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunderStockholders Representative. The person Person serving as Stockholders’ the Stockholders Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held shares or other property then on deposit in the Escrow Account Fund upon not less than ten (10) days’ prior written notice to Parent Mercury. No bond shall be required of the Stockholders Representative, and with Parent’s written consentthe Stockholders Representative shall receive no compensation for his services. Notices or communications to or from the Stockholders Representative shall constitute notice to or from each of the holders of Systinet Capital Stock, which shall not be unreasonably withheld, conditioned or delayedSystinet Options and Systinet Warrants immediately prior to the Effective Time.

Stockholders’ Representative. Subject (a) The “Stockholders Representative” shall be Xxxxxx Xxxx, who may be replaced by the Company prior to the penultimate sentence of this Section 4.1, the Stockholders’ Effective Time. The Stockholders Representative shall serve be constituted and appointed as the exclusive agent and attorney-in-fact for and on behalf of each of the holders of T2 Warrants Company Stockholders and T3 Warrants for the Company Vested Stock Optionholders receiving consideration pursuant to Article I. The Stockholders Representative shall have full power and authority to represent all purposes of such Company Stockholders and Company Vested Stock Optionholders and their respective successors with respect to all matters arising under this Agreement and the transactions Indemnity Agreement and all actions taken by the Stockholders Representative hereunder and thereunder shall be binding upon all such Company Stockholders and Company Vested Stock Optionholders and their respective successors as if expressly confirmed and ratified in writing by each of them. The Stockholders Representative shall take any and all actions which it believes is necessary or appropriate under this Agreement and the Indemnity Agreement for and on behalf of such Company Stockholders and Company Vested Stock Optionholders, as fully as if the Company Stockholders and the Company Vested Stock Optionholders were acting on their own behalf, including, without limitation, defending all indemnity claims pursuant to Section 8.2, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Parent and the Indemnity Agent under this Agreement and the Indemnity Agreement, taking any and all other actions specified in or contemplated herebyby this Agreement and the Indemnity Agreement, and engaging counsel, accountants or other Stockholders Representatives in connection with the foregoing matters. Without limiting the generality of the foregoing, the Stockholders’ Stockholders Representative shall be authorized (a) have full power and authority to execute interpret all certificates, documents the terms and agreements provisions of this Agreement and the Indemnity Agreement and to consent to any amendment hereof or thereof on behalf of all such Company Stockholders and in the name of any of the holders of T2 Warrants Company Vested Stock Optionholders and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreementsuch successors. The Stockholders’ Representative also shall be exclusively authorized Person designated to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder serve as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Stockholders Representative may resign or be replaced from time to time changed by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account Indemnity Fund from time to time upon not less than ten (10) days’ days prior written notice to Parent Parent. No bond shall be required of the Stockholders Representative, and the Stockholders Representative shall receive no compensation for services. Any expenses incurred by the Stockholders Representative in connection with Parent’s written consent, which its services hereunder shall not be unreasonably withheld, conditioned or delayedreimbursed from the Indemnity Fund upon presentation of appropriate expense documentation as and to the extent expressly provided in the Indemnity Agreement.

Stockholders’ Representative. Subject to the penultimate sentence (a) By virtue of each Selling Stockholder’s execution and delivery of this Agreement, each Selling Stockholder shall have approved, among other matters, the indemnification terms set forth in Section 4.19 and shall irrevocably appoint the Stockholders’ Representative as its agent for all purposes of this Agreement, including without limitation to give and receive notices and communications in connection with a claim for indemnification, to amend or waive any provision of this Agreement, 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 judgment of the Stockholders’ Representative for the accomplishment of the foregoing. The Purchaser shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to this 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 any Seller Indemnifying Party by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of any Seller Indemnifying Party by the Stockholders’ Representative, as fully binding upon such Seller Indemnifying Party. If the Stockholders’ Representative shall serve resign, be removed or become CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. unable to fulfill its responsibilities as the exclusive agent of the holders Seller Indemnifying Parties, then the Seller Indemnifying Parties shall, within ten (10) days after such resignation, removal or inability, by action of T2 Warrants any two (2) Selling Stockholders, appoint a successor agent and, promptly thereafter, shall notify the Purchaser of the identity of and T3 Warrants contact information for all such successor. Any such successor shall become the “Stockholders’ Representative” for purposes of this Agreement and the transactions contemplated herebyAgreement. Without limiting the generality of the foregoingA decision, the Stockholders’ Representative shall be authorized (a) to execute all certificatesact, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document consent, instruction or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part waiver of the Stockholders’ Representative and arising out of or (taken in connection with the acceptance or administration of its duties hereunder. The person serving capacity as Stockholders’ Representative may resign Representative), including an amendment, extension or be replaced from time waiver of this Agreement pursuant to time by the holders of Section 10.14, shall constitute a majority in interest unanimous decision of the Escrowed Stock held in Selling Stockholders and shall be final, binding and conclusive on the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedSelling Stockholders.

Stockholders’ Representative. Subject (a) In addition to the penultimate sentence other rights and authority granted to the Stockholders’ Representative elsewhere in this Agreement and except as expressly provided herein, by participating in the execution and delivery of this Section 4.1Agreement and receiving the benefits thereof, including the right to receive the consideration payable in connection with the transactions contemplated by this Agreement, each Company Stockholder hereby irrevocably authorizes and appoints Xxxxxxx Xxx, as agent, attorney-in-fact and representative to act for and on behalf of such Company Stockholder regarding any matter under this Agreement or relating to the transactions contemplated hereby, with full power of substitution to act in the name, place and stead of such Company Stockholder and to act on behalf of such Company Stockholder with respect to the transactions contemplated hereby, including in any amendment of or dispute, litigation or arbitration involving this Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Stockholders’ Representative shall serve as the exclusive agent determine to be necessary or appropriate in conjunction with any of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated herebyby this Agreement. This power of attorney and all authority hereby conferred is coupled with an interest and is irrevocable and shall not terminate or otherwise be affected by the death, disability, incompetence, bankruptcy or insolvency of any Company Stockholder. Except as expressly provided herein, no Company Stockholder shall directly have the right to exercise any right hereunder, it being understood and agreed that all such rights shall only be permitted to be exercised by the Stockholders’ Representative on behalf of the Company Stockholders. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) to execute all certificateshas full power and authority, documents and agreements on behalf of each Company Stockholder and such Company Stockholder’s successors and assigns, to: (i) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by the Company Stockholders in connection herewith, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments, and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive service of process in connection with any claims under this Agreement, (iv) agree to, negotiate, enter into settlements and compromises of, assume the defense of Third-Party Claims, prosecute and defend claims for indemnification under Article IX and comply with orders of courts with respect to such claims, and to take all actions necessary or appropriate in the name of any judgment of the holders Stockholders’ Representative for the accomplishment of T2 Warrants the foregoing, (v) give and T3 Warrants necessary receive notices and communications, (vi) authorize payment to effectuate Parent out of the Indemnity Holdback Merger Consideration or any portion thereof in satisfaction of claims brought by Parent for Losses, (vii) object to such payments, (viii) assert the attorney-client privilege on behalf of the Company Stockholders with respect to any communications that relate in any way to the transactions contemplated hereby, (ix) deliver to Parent any and (b) to negotiate, execute all Ancillary Agreements executed by the Company Stockholders and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The deposited with the Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated herebyRepresentative, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without upon the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving determination that the conditions to Closing have been satisfied or waived and (x) take all actions necessary or appropriate in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part judgment of the Stockholders’ Representative and arising out on behalf of or the Company Stockholders in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedthis Agreement.

Stockholders’ Representative. Subject to the penultimate sentence (a) Upon approval of this Section 4.1Agreement by the stockholders of the Company in accordance with the DGCL and the Organizational Documents of the Company and the execution and delivery of this Agreement by the Company, Buyer and the Stockholders’ Representative, each Securityholder without any further action thereby, irrevocably hereby consents, designates and appoints the Stockholders’ Representative, including any replacement of the Stockholders’ Representative, as such Securityholder’s agent and attorney-in-fact, with full power and authority in the name of and for and on behalf of such Securityholder, to serve as the Stockholders’ Representative shall serve as under this Agreement and to exercise the exclusive agent of power and authority granted to or required by the holders of T2 Warrants Stockholders’ Representative hereunder or under the Escrow Agreement to take actions contemplated hereby and T3 Warrants for thereby, all purposes such actions being deemed to constitute facts ascertainable outside of this Agreement and the transactions contemplated hereby. Without limiting the generality shall be binding on each of the foregoing, the Stockholders’ Representative Securityholders. No bond shall be authorized (a) to execute all certificates, documents and agreements on behalf required of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving hereby granted the power and authority on behalf of each Securityholder to execute and deliver the Escrow Agreement and to negotiate and enter into amendments to this Agreement for itself and on behalf of the Securityholders, to act on each Securityholder’s behalf in any dispute, litigation or arbitration involving this Agreement or the Escrow Agreement or any document delivered to the Stockholders’ Representative in such capacity pursuant hereto or thereto and to do or refrain from doing all such further acts and things, and execute all such documents as the Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. All decisions, acts, consents or instructions of the Stockholders’ Representative may be relied upon by any third party as being the decision, act, consent or instruction of every Securityholder and shall be final conclusive and binding upon each Securityholder. In the event of the death, physical or mental incapacity or resignation of the Stockholders’ Representative or any successor Stockholders’ Representative, the Stockholders holding a majority of the issued outstanding shares of Company Capital Stock immediately prior to the Effective Time, on a fully-diluted as converted to Company Common Stock basis (including the personal representative of any deceased or disabled Stockholder in the capacity as exclusive agent event of the holders death or disability of T2 Warrants any Stockholder) shall promptly appoint a substitute Stockholders’ Representative reasonably acceptable to Buyer and T3 Warrants hereunder solely for purposes shall notify Buyer and Escrow Agent of administrative conveniencesuch action. The As between the Stockholders’ Representative and the Securityholders, the Stockholders’ Representative shall not be liable to for, and shall be indemnified by the Securityholders against any Person good faith error of judgment on the Stockholders’ Representative’s part or for any other act done or omitted hereunder as by it in good faith in connection with the Stockholders’ Representative while acting in good faithRepresentative’s duties as Stockholders’ Representative, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faithexcept for willful misconduct. The holders of shares of Company Stock outstanding immediately prior immunities and rights to indemnification shall survive the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability resignation or expense incurred without gross negligence or bad faith on the part removal of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest any member of the Escrowed Stock held in Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedAgreement.

Stockholders’ Representative. Subject ATW Master Fund II, L.P. is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (i) to give and receive notices and communications to or by Parent for any purpose under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Article X or other disputes arising under or related to this Agreement, (iii) to act on behalf of Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Merger and (iv) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to Parent and, if after the Effective Time, the Surviving Corporation, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Stock on an as-if converted basis outstanding immediately prior to the penultimate sentence transaction contemplated by this Agreement agrees to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Section 4.1, Agreement. Any removal or change of the Stockholders’ Representative shall serve as the exclusive agent not be effective until written notice is delivered to Parent. No bond shall be required of the holders of T2 Warrants Stockholders’ Representative, and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) not receive any compensation for his services. Notices or communications to execute all certificates, documents and agreements on behalf of and in or from the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized constitute notice to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without from the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent or instruction of the Stockholders’ Representative while acting in good faithshall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders and any act done or omitted pursuant to the advice of counsel shall be final, binding and conclusive evidence upon each of such good faiththe Stockholders. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time Stockholders shall severally indemnify the Stockholders’ Representative and hold it him harmless against any loss, liability liability, or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder. The person serving as Notwithstanding anything in this Section 13..13. to the contrary, the Stockholders’ Representative may resign (in its capacity as such) shall have no obligation or be replaced from time authority with respect to time any indemnification claims against a Stockholder made by the holders a Parent Indemnitee under Section 10.1(a). [The remainder of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice this page intentionally left blank; signature pages to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.follow]

Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.1, the Communications hereby designates Stockholders’ Representative shall serve as to execute any and all instruments or other documents, and to do any and all other acts or things, after the exclusive agent Merger on behalf of or affecting the holders of T2 Warrants and T3 Warrants for all purposes of Participating Stockholders, which Stockholders’ Representative may deem necessary or advisable, or which may be required pursuant to this Agreement and or otherwise, in connection with the consummation of the transactions contemplated herebyhereby and the performance of all obligations hereunder before, at or following the Closing. Without limiting the generality of the foregoing, Stockholders’ Representative shall have the full and exclusive authority to (a) agree with Surviving Corporation with respect to any matter or thing required or deemed necessary by Stockholders’ Representative in connection with the provisions of this Agreement calling for the agreement of Stockholders’ Representative, give and receive notices on behalf of all Participating Stockholders, and act on behalf of Participating Stockholders in connection with any matter as to which Participating Stockholders are or may be obligated or benefited under this Agreement or the Escrow Agreement, all in the absolute discretion of Stockholders’ Representative, (b) in general, do all things and perform all acts, including without limitation executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and other instruments or documents contemplated by, or deemed by Stockholders’ Representative to be necessary or advisable in connection with, this Agreement, and (c) take all actions necessary or desirable in connection with the defense or settlement of any indemnification claims pursuant to Article 8 and performance of obligations under Article 2, including to withhold funds for satisfaction of expenses or other liabilities or obligations or to withhold funds for potential indemnification claims made hereunder. All decisions by Stockholders’ Representative shall be authorized (a) to execute binding upon all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated herebyParticipating Stockholders, and (b) no Participating Stockholder shall have the right to negotiateobject, execute and deliver all amendmentsdissent, modifications and waivers to this Agreement protest or otherwise contest the same. Stockholders’ Representative may communicate with any Participating Stockholder or any other agreementPerson concerning its responsibilities hereunder, document or instrument contemplated by this Agreementbut it is not required to do so. The Stockholders’ Representative also shall be exclusively authorized has a duty to take all actions on behalf serve in good faith the interests of the holders of T2 Warrants Participating Stockholders and T3 Warrants in connection with any claims made to perform its designated role under this Agreement or in respect of the Transactions contemplated herebyAgreement, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The but Stockholders’ Representative shall not be liable have no financial liability whatsoever to any Person for relating to its service hereunder (including any act done action taken or omitted hereunder as the to be taken), except that it shall be liable for harm which it directly causes by an act of willful misconduct. Participating Stockholders shall indemnify and hold harmless Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, expense (including reasonable attorney’s fees) or other liability or expense incurred without gross negligence or bad faith on the part arising out of the its service as Stockholders’ Representative and arising out under this Agreement, other than for harm directly caused by an act of or in connection with the acceptance or administration of its duties hereunderwillful misconduct. The person serving as Stockholders’ Representative may resign or be replaced from time to at any time by the holders of a majority notifying Acquisition and Participating Stockholders in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedwriting.

Stockholders’ Representative. Subject to Section 8.6.1 Each Company Stockholder by virtue of the penultimate sentence approval and adoption of this Section 4.1Agreement or other appointment authorization documentation (other than such Company Stockholders, if any, who have perfected appraisal rights under Delaware Law or California Law) or by accepting any consideration payable hereunder shall be deemed to have agreed to appoint CommerceNet as its agent and attorney-in-fact (the “Stockholders’ Representative ”) for and on behalf of the Company Stockholders to act for the Company Stockholders with regard to matters pertaining to Article 8 and Article 9, give and receive notices and communications, authorize offset of the Holdback Shares in satisfaction of claims by any Indemnified Person, object to such payments, agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims, assert, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any other claim by any Indemnified Person 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 Stockholders’ Representative shall serve as for the exclusive agent accomplishment of the holders of T2 Warrants and T3 Warrants for all purposes foregoing or (ii) specifically mandated by the terms of this Agreement and Agreement. Each Company Stockholder agrees to receive correspondence from the transactions contemplated herebyStockholders’ Representative, including in electronic form. Without limiting Such agency may be changed by the generality Company Stockholders with the right to receive a majority of the Holdback Shares from time to time. 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 authorized effective upon the earlier of (aA) to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and thirty (b30) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect calendar days following delivery of such claims on behalf written notice or (B) the appointment of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time a successor by the holders of a majority in interest of the Escrowed Stock held in Holdback Shares. If the Escrow Account upon not less than ten (10) daysStockholders’ prior written notice Representative shall be removed, resign or otherwise be unable to fulfill his responsibilities hereunder, the Company Stockholders shall appoint a successor to the Stockholders’ Representative, and shall immediately thereafter notify Parent the identity of such successor. Any such successor shall succeed the former Stockholders’ Representative as the Stockholders’ Representative hereunder. No bond shall be required of the Stockholders’ Representative, and with Parent’s written consent, which the Stockholders’ Representative shall not receive any compensation for his services. A decision, act, consent or instruction of the Stockholders’ Representative, including an amendment, extension or waiver of this Agreement pursuant to its authority hereunder, shall constitute a decision of the Company Stockholders and shall be unreasonably withheldfinal, conditioned or delayedbinding and conclusive upon the Company Stockholders.

Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.1, the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) Brazos GP Partners, LLC shall be constituted and appointed as agent (the foregoing person and any other person duly acting in such capacity as authorized hereunder from time to execute all certificatestime, documents the “Stockholders’ Representative”) for and agreements on behalf of each Former Stakeholder to give and in the name of any of the holders of T2 Warrants receive notices and T3 Warrants necessary communications, to effectuate the transactions contemplated herebyagree to, negotiate and (b) to negotiateenter into, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants Former Stakeholders, amendments, consents and T3 Warrants in connection with any claims made waivers under this Agreement or in respect of pursuant to the Transactions contemplated herebyterms set forth herein, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted Former Stakeholders pursuant to the advice terms set forth herein, to take such other actions as authorized by this Agreement, including actions in connection with the determination of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior the Estimated Closing Statement, the Proposed Closing Statement and the Final Closing Statement, and to take all actions necessary or appropriate in the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part judgment of the Stockholders’ Representative and arising out for the accomplishment of the foregoing. Such agency may be changed by a vote or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time written consent by the holders of a majority in interest of the Escrowed Company Capital Stock held on an as-converted basis as of the Closing Date, voting in the Escrow Account same manner as would have been voted in accordance with the Organizational Documents of the Company as in effect immediately prior to the Closing Date (the “Majority Stockholders”), from time to time upon not less than ten (10) days’ prior written notice to Parent. If at any time the Stockholders’ Representative resigns, dies or becomes incapable of acting, the Majority Stockholders shall immediately choose another Stockholder to act as the Stockholders’ Representative under this Agreement. No such resignation shall be effective until a new Stockholders’ Representative shall be appointed and have confirmed his acceptance of such appointment in writing to Parent. The Former Stakeholder Indemnified Persons may not make a claim for indemnity against Parent pursuant to this Agreement except through the Stockholders’ Representative, who shall make such a claim only upon the written direction of the Majority Stockholders. The Stockholders’ Representative may enforce, prosecute and settle any indemnification related claim without directions from the Former Stakeholders or the Former Stakeholder Indemnified Persons, and all acts and decisions of the Stockholders’ Representative in connection with Parent’s written consentsuch matters shall be binding on all the Former Stakeholders and Former Stakeholder Indemnified Persons. No bond shall be required of the Stockholders’ Representative, which and the Stockholders’ Representative shall not receive no compensation for services provided hereunder, but shall receive reimbursement from, and be unreasonably withheldindemnified severally by, conditioned the Former Stakeholders, in proportion to the aggregate amount of Merger Consideration received by such Former Stakeholders, for any and all Damages or delayedexpenses incurred by the Stockholders’ Representative in the performance or discharge of its duties pursuant to this Section 10.13, and, in addition to the foregoing, the Stockholders’ Representative shall be entitled to offset the amount of any such Damages and expenses from any amounts released from the Escrow Fund and the Reserve Account upon its release to the Former Stakeholders prior to the distribution of such funds to the Former Stakeholders in accordance with the terms hereof. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each of the Former Stakeholders.

Stockholders’ Representative. Subject (a) Each stockholder of the Company, by virtue of the adoption of this Agreement and approval of the Merger by the holders of Company Common Stock (regardless of whether or not all such stockholders vote in favor of or consent to the penultimate sentence adoption of this Section 4.1Agreement and approval of the Merger and the other Transactions, and regardless of whether at a meeting or in an action by written consent in lieu thereof), designates Xxxxx Xxxxxxxxxx as his, her or its representative (the “Stockholders’ Representative”), for purposes of this Agreement. The holders of Company Common Stock and their respective successors shall be deemed to have approved, and shall be bound by, any and all actions taken by the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of on their behalf under or otherwise relating to this Agreement and the transactions contemplated herebyTransactions as if such actions were expressly ratified and confirmed by each of them and no holder of Company Common Stock shall have right to object, dissent, protest or otherwise contest the same. Without limiting In the generality of event that the foregoingStockholders’ Representative is unable or unwilling to serve or shall resign, the a successor Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of selected by the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf a majority of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Common Stock outstanding immediately prior to the First Effective Time shall indemnify Closing. In the Stockholders’ Representative and hold it harmless against event of a notice of proposed resignation, or any lossdeath, liability disability or expense incurred without gross negligence or bad faith on the part other replacement of the Stockholders’ Representative Representative, a successor shall be appointed effective immediately thereafter (and, in the case of death of the Stockholders’ Representative, the executor or other representative of the Stockholders’ Representative’s estate shall be deemed to be the successor); and arising out Parent shall be notified promptly of or in connection with such appointment by the acceptance or administration successor Stockholders’ Representative. No resignation, nor any other replacement, of its duties hereunder. The person serving as any Stockholders’ Representative may resign is effective against Parent or be replaced from time to time by the holders Merger Sub until selection of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior successor and written notice to Parent of such selection. Each successor Stockholders’ Representative shall have all the power, rights, authority and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedprivileges hereby conferred upon the predecessor Stockholders’ Representative.

Stockholders’ Representative. Subject to Each Principal Stockholder hereby irrevocably constitutes and appoints Xxxxxxxxxxx Xxxxxxx (the penultimate sentence of this Section 4.1, the “Stockholders’ Representative shall serve Representative”), as the exclusive such Principal Stockholder’s agent and attorney-in-fact, with full power and authority to act, including full power of the holders of T2 Warrants substitution, in his, her or its name and T3 Warrants for on his, her or its behalf with respect to all purposes of matters arising from or in any way relating to this Agreement and any other agreement entered into in connection with this Agreement (including the transactions contemplated herebyAncillary Agreements) or the Transaction, including to do all things and to perform all acts required or deemed advisable, in its sole discretion, in connection with the Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limiting the generality of the foregoinglimitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have been validly delivered to each Principal Stockholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Stockholders’ Representative shall be binding upon each and every Principal Stockholder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized (a) to execute all certificates, documents for and agreements on behalf of and in the name of each Principal Stockholder any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers amendment to this Agreement or any other agreement, document or instrument contemplated by agreement entered into in connection with this Agreement. The This appointment of agency and this power of attorney is coupled with an interest and shall be irrevocable and shall not be terminated by any Principal Stockholder or by operation of law. Neither the Stockholders’ Representative also nor any agent employed by it shall be exclusively authorized incur any Liability to take all actions on behalf any Principal Stockholder by virtue of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement failure or in respect refusal of the Transactions contemplated herebyStockholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Stockholders, jointly and severally, agree to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without indemnify the Stockholders’ Representative’s prior written approval. The , his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants Parties”) and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as hold the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it Parties harmless against any lossand all losses, liability Liabilities or expense expenses incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time Representative, including the reasonable costs and expenses incurred by the holders of a majority Stockholders’ Representative in interest of the Escrowed Stock held defending against any claim or Liability in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedconnection herewith.

Stockholders’ Representative. Subject For purposes of payment due to the penultimate sentence of this Section 4.1Stockholders, the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants amendments, notice and T3 Warrants for all purposes of other requirements under this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoingJoint Escrow Account Agreement, the Stockholders hereby appoint Henry M. Pollak (the "Stockholders’ Representative shall be authorized (a' Representative") to execute all certificatesserve as their axxxx xxx xxxxxxey-in-fact with full power and authority (including power of substitution), documents and agreements on behalf of and in the name of any and for and on behalf of each of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated herebyStockholders, and (b) to negotiateor in their own names as Stockholders' Representative, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf required or permitted under this Agreement and the Joint Escrow Account Agreement, including the giving and receiving of all service of process, reports, notices and consents and the signing of all certificates, notices, instructions and other documents and the making of all determinations thereunder. In the event Henry M. Pollack dies, becomes incapacitated or is otherwise unable to sxxxx xx Xxxxxxxxders' Representative, his successor shall be Samuel Marcus. In the event Samuel Marcus dies, becomes incapacitated or xx xxxxxxxxx unable to servx xx Xxxxxxxxders' Representative, his successor shall be designated by a majority of the holders remaining Stockholders; PROVIDED, HOWEVER, if such person so designated as Stockholders' Representative is not a Stockholder, such person shall also be subject to the prior consent of T2 Warrants G-R, such consent not to be unreasonably withheld. The authority conferred by this Section 10 shall be deemed an agency coupled with an interest, and T3 Warrants in connection with all authority conferred hereby is irrevocable and not subject to termination by any claims made of the Stockholders, or by operation of law, whether by the death or incapacity of any of the Stockholders, or the occurrence of any other event. If any of the Stockholders should die or become incapacitated, or if any other such event should occur, any action taken by the Stockholders' Representative shall be as valid as if such death or incapacity, termination or other event had not occurred regardless or whether or not the Stockholders' Representative, AMT, G-R or any of the Stockholders shall have received notice of such death, incapacity, termination or other event. Any notice given to the Stockholders' Representative under this Agreement shall constitute effective notice to the Stockholders, and G-R may rely on any notice, consent, election or other communication received from the Stockholders' Representative as if such notice, consent, election or other communication had been received from each of the Stockholders. G-R shall not be liable to the Stockholders for any action taken or omitted to be taken by the Stockholders' Representative under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedtherewith.

Stockholders’ Representative. Subject to (a) Each of the penultimate sentence of this Section 4.1, Company Stockholders hereby appoints the Stockholders’ Representative as its representative in respect of all matters arising under this Agreement or the Transactions, and the Stockholders’ Representative is and shall serve be authorized by each Company Stockholder to act, or refrain from acting, with respect to any actions to be taken by or on behalf of any Company Stockholder or the Stockholders’ Representative, including to enforce any rights granted to any Company Stockholder hereunder, in each case as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of Stockholders’ Representative believes is necessary or appropriate under this Agreement and the transactions contemplated herebyAncillary Agreements, for and on behalf of the Company Stockholders. The Company Stockholders shall be bound by all such actions taken by the Stockholders’ Representative and no Company Stockholder shall be permitted to take any such actions. The Stockholders’ Representative shall not be liable to the Company Stockholders for any error of judgment, or any action taken, suffered or omitted to be taken, in connection with the performance by the Stockholders’ Representative of the Stockholders’ Representative’s duties or the exercise by the Stockholders’ Representative of the Stockholders’ Representative’s rights and remedies under this Agreement or any Transaction Agreement, except in the case of its bad faith or willful misconduct. No bond shall be required of the Stockholders’ Representative. The Stockholders’ Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Stockholders’ Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any Ancillary Agreement. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) have the full power and authority to execute interpret all certificatesthe terms and provisions of this Agreement and the Ancillary Agreements, documents and agreements to consent to any amendment hereof or thereof on behalf of all Company Stockholders and in the name of any of the holders of T2 Warrants and T3 Warrants necessary their respective successors. Parent shall be entitled to effectuate the transactions contemplated herebyrely on all statements, representations, decisions of, and (b) actions taken or omitted to negotiatebe taken by, execute and deliver all amendments, modifications and waivers the Stockholders’ Representative relating to this Agreement or any other agreement, document or instrument contemplated by this Ancillary Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.

Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.1(a) The Company Stockholders, the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of by approving this Agreement and the transactions contemplated hereby. Without limiting , hereby irrevocably appoint Xxxxxxx Xxxxxxx as Stockholders’ Representative, including to act as their agent and attorney-in-fact for purposes of Section 10 and the generality Escrow Agreement, and consent to the taking by the Stockholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement and the Escrow Agreement (including the exercise of the power to authorize delivery to Parent of the Escrow Funds in satisfaction of claims by Parent or otherwise, agree to, negotiate, enter into settlements and compromises of and demand arbitration, and comply with orders of courts and awards of arbitrators with respect to such claims or otherwise, resolve any claims made pursuant to Section 10 and the Escrow Agreement, and to take all actions necessary in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing). By his execution of the Escrow Agreement, Xxxxxxx Xxxxxxx hereby accepts his appointment as the Stockholders’ Representative for purposes of Section 10 and the Escrow Agreement. Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to Section 10 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 any Company Stockholder by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of any Company Stockholder by the Stockholders’ Representative, as fully binding upon such Company Stockholder. The rights and obligations of the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and as set forth in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Escrow Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of If the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not die, become disabled or otherwise be liable unable to any Person fulfill his responsibilities as agent of the Company Stockholders, then the Escrow Contributors who held a majority of the voting Company Capital Stock immediately prior to the Merger (the “Requisite Former Company Stockholders”) are authorized and shall, within 10 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’ Representative” for purposes of this Agreement and the Escrow Agreement. If for any act done or omitted hereunder as reason there is no Stockholders’ Representative at any time, all references herein to the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant shall be deemed to refer to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Requisite Former Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.

Stockholders’ Representative. Subject The Principal Stockholders, by virtue of their approval of the Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the penultimate sentence of this Section 4.1Effective Time, Xxxxxxx X. Xxxx (together with his permitted successors, the Stockholders’ Representative shall serve "Stockholder Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement in connection with the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of transactions contemplated by this Agreement and the any transactions contemplated hereby. Without limiting by the generality of the foregoingEscrow Agreement, the Stockholders’ Representative shall be authorized (a) to execute exercise all certificates, documents and agreements on behalf of and in the name of or any of the holders of T2 Warrants powers, authority and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or discretion conferred on him under any other such agreement, document to waive any terms and conditions of any such agreement (other than the Merger Consideration), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or instrument proceeding arising with respect to any transaction contemplated by this Agreement. The Stockholders’ any such agreement, including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which the Parent or the Merger Sub may be entitled to indemnification and the Stockholder Representative also shall be exclusively authorized agrees to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claimsact as, and to make undertake the duties and receive payments in respect responsibilities of, such agent and attorney-in-fact. This power of such claims on behalf of the holders of T2 Warrants attorney is coupled with an interest and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approvalis irrevocable. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Stockholder Representative shall not be liable to any Person for any act done action taken or omitted hereunder not taken by him in connection with his obligations under this Agreement (i) with the consent of Principal Stockholders who, as of the Stockholders’ Representative while acting date of this Agreement, owned a majority in good faith, and any act done or omitted pursuant to number of the advice of counsel shall be conclusive evidence of such good faith. The holders of outstanding shares of Company Common Stock outstanding immediately prior to owned by the First Effective Time shall indemnify Principal Stockholders or (ii) in the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without absence of his own gross negligence or bad faith on wilful misconduct. If the part Stockholder Representative shall be unable or unwilling to serve in such capacity, his successor shall be named by Principal Stockholders holding a majority of the Stockholders’ shares of Company Common Stock owned by the Principal Stockholders at the Effective Time who shall serve and exercise the powers of Stockholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as For purposes of this Agreement, the "Principal Stockholders’ Representative may resign or " shall be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held those natural persons identified in the Escrow Account upon not less than ten (10) days’ prior written notice Agreement as being parties to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedthe Escrow Agreement.

Stockholders’ Representative. Subject (a) Effective only upon the Effective Time, Xxxx Xxxxx (such person and any successor or successors being the “Stockholders’ Representative”) shall act as the representative of the Company Stockholders, and shall be authorized to act on behalf of the penultimate sentence of this Section 4.1, Company Stockholders and to take any and all actions required or permitted to be taken by the Stockholders’ Representative shall serve as under this Agreement with respect to any claims (including the exclusive agent settlement thereof) made by a Parent Indemnified Party for indemnification pursuant to this Article IX and with respect to any actions to be taken by the Stockholders’ Representative pursuant to the terms of the holders Escrow Agreement (including, without limitation, the exercise of T2 Warrants the power to (i) authorize the delivery of Escrow Shares to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and T3 Warrants compromises of, and comply with orders of courts with respect to any claims for indemnification and (iii) take all purposes actions necessary in the judgment of this Agreement and the transactions contemplated hereby. Without limiting Stockholders’ Representative for the generality accomplishment of the foregoing). In all matters relating to this Article IX as described in the preceding sentence, the Stockholders’ Representative shall be authorized (a) the only party entitled to execute all certificates, documents and agreements on behalf of and in assert the name of any rights of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated herebyCompany Stockholders, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The the Stockholders’ Representative also shall perform all of the obligations of the Company Stockholders hereunder. The Parent Indemnified Parties shall be exclusively authorized entitled to take rely on all actions on behalf statements, representations and decisions of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in not entitled to amend this Agreement or take any actions relating to this Agreement prior to the capacity as exclusive agent Effective Time. Following the Effective Time, the Stockholders’ Representative may amend this Agreement with the prior written consent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative conveniencea majority-in-interest in the Escrow Funds. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) 20 business days’ prior written notice to Parent and with the Company Stockholders. The Company Stockholders by the vote of a majority-in-interest of the Escrow Funds may remove the Stockholders’ Representative from time to time upon not less than 20 business days’ prior written notice to Parent’s written consent, which . Any vacancy in the position of the Stockholders’ Representative may be filled by the approval of the holders of a majority-in-interest in the Escrow Funds. Any successor Stockholders’ Representative shall not be unreasonably withheld, conditioned or delayedacknowledge in writing to Parent her acceptance of her appointment as Stockholders’ Representative.

Stockholders’ Representative. Subject Xxxx Xxxx and DDJ Capital Management, LLC are hereby appointed to the penultimate sentence of this Section 4.1, the Stockholders’ Representative shall serve act as the exclusive agent of representatives, agents, proxies and attorneys-in-fact for all Equityholders (the holders of T2 Warrants and T3 Warrants "Stockholders' Representatives") for all purposes under this Agreement and the Escrow Agreement including, without limitation, the full power and authority on each Equityholder's behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by Equityholders under this Agreement, including but not limited to Section 3.2 and Article VIII, and (iii) to execute and deliver any amendment or waiver to this Agreement and the Escrow Agreement in connection therewith. All decisions, actions or instructions by the Stockholders' Representatives shall be made jointly by the Stockholders' Representatives and shall constitute a decision, action or instruction of all Equityholders and shall be binding upon all Equityholders as it relates to this Agreement, and no Equityholder shall have the right to object, dissent, protest or otherwise contest the same. The Stockholders' Representatives shall have no duties or obligations hereunder except those specifically set forth herein and in the Escrow Agreement and such duties and obligations shall be determined solely by the express provisions of this Agreement and the transactions contemplated herebyEscrow Agreement. Without limiting the generality of the foregoing, Each Equityholder shall indemnify and hold harmless the Stockholders’ Representative shall be authorized ' Representatives against all expenses (a) to execute all certificatesincluding reasonable attorneys' fees), documents judgments, fines and agreements on behalf of and in amounts incurred by the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants ' Representatives in connection with any claims action, suit or proceeding to which the Stockholders' Representatives is made a party by reason of the fact it is or was acting as the Stockholders' Representatives under this Agreement Agreement. Neither the Stockholders' Representatives nor any agent employed by either of them shall incur any liability to any Equityholder relating to the performance of its duties hereunder except for actions or omissions constituting fraud or bad faith. The Stockholders' Representatives shall have no liability in respect of the Transactions contemplated herebyany action, to bring, prosecute, defend claim or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without proceeding brought against the Stockholders’ Representative’s prior written approval. The ' Representatives by any Equityholder if the Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done ' Representatives took or omitted hereunder as the Stockholders’ Representative while acting taking any action in good faith, and any act done or omitted pursuant to the advice of counsel shall . Such agency may be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time changed by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account Amount from time to time upon not less than ten (10) five business days’ ' prior written notice to Parent Buyer. No bond shall be required of the Stockholders' Representative, and the Stockholders' Representatives shall receive no compensation for his services. Notices or communications to or from the Stockholders' Representatives shall constitute notice to or from each of the Equityholders. The Stockholders' Representatives may request reasonable access to information about the Company and Buyer and the reasonable assistance of the Company's and Buyer's officers and employees for purposes of performing their duties and exercising their rights hereunder, provided that the Stockholders' Representatives shall treat confidentially and not disclose any nonpublic information from or about the Company or Buyer to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). The Stockholders' Representatives shall have the ability to seek payment or reimbursement for their out-of-pocket expenses incurred in connection with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.the performance of their duties hereunder in any amount up to $25,000 in accordance with the terms of the Escrow Agreement. * * * * *

Stockholders’ Representative. Subject to The Stockholders hereby appoint Gabriel Norona (such person and any successor or successors being the penultimate sentence of this Section 4.1"XXXXXXXXXXXX' REPRESENTATIVE"), and Gabriel Norona shall act as, the Stockholders’ Representative shall serve as the exclusive agent representative of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoingStockholders, the Stockholders’ Representative shall be authorized (a) wxxx xxxx xxxxxrity to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions act on behalf of the holders of T2 Warrants Stockholders and T3 Warrants in connection to take any and all actions required or permitted to be taken by the Stockholders' Representative under this Agreement, with respect to any claims (including the settlement thereof) made under by Bentley or the Stockholders for indemnification pursuant to this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants Article 9. The Stockholders shall take any such action without be bound by all actions taken by the Stockholders’ Representative’s prior written approval' Representative in his capacity thereof. The Stockholders’ ' Representative is serving shall promptly, and in any event within five Business Days, provide written notice to the capacity as exclusive agent Stockholders of any action taken on their behalf by the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenienceStockholders' Representative pursuant to the authority delegated to the Stockholders' Representative under this Section 9.4. The Stockholders’ ' Representative shall at all times act in his capacity as Stockholders' Representative in a manner that the Stockholders' Representative believes to be in the best interest of the Stockholders. The Stockholders' Representative shall not be liable to any Person person for any act done error of judgment, or any action taken, suffered or omitted hereunder as to be taken, under this Agreement, except in the case of his gross negligence, bad faith or willful misconduct. The Stockholders’ ' Representative while acting may consult with legal counsel, independent public accountants and other experts selected by him and shall not be liable for any action taken or omitted to be taken in good faith, and any act done or omitted pursuant to faith by him in accordance with the advice of counsel such counsel, accountants or experts. The Stockholders' Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement. As to any matters not expressly provided for in this Agreement, the Stockholders' Representative shall not be required to exercise any discretion or take any action. Notwithstanding anything to the contrary herein, (a) the Stockholders' Representative is not authorized to, and shall not, accept on behalf of any Stockholder any Merger Consideration to which such Stockholder is entitled under this Agreement and (b) the Stockholders' Representative shall not, in any manner, exercise, or seek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Bentley now or hereafter owned of record or beneficially by any Stockholder unless the Stockholders' Representative is expressly authorized to do so in a separate writing signed by such Stockholder. In all matters relating to this Article 9, the Stockholders' Representative shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior the only party entitled to assert the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part rights of the Stockholders’ , and the Stockholders' Representative and arising out shall perform all of or in connection with the acceptance or administration obligations of its duties the Stockholders hereunder. The person serving as Stockholders’ Representative may resign or Bentley shall be replaced from time entitled to time by the holders of a majority in interest rely on all statements, representations and decisions of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedStockholders' Representative.

Stockholders’ Representative. Subject Xiao Mou Zhang is hereby appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder, (i) to give and receive notices and communications to or by Parent for any purpose under this Agreement and the Additional Agreements, (ii) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims (including Third-Party Claims) under Article X 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 or the Surviving Corporation of the Escrow Fund, or any portion thereof, in satisfaction of indemnification claims by Parent or 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 securities described herein 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 Stockholders’ Representative for the accomplishment of the foregoing. Such agency may be changed by the Stockholders from time to time upon no less than twenty (20) days prior written notice to the penultimate sentence Parent and, if after the Effective Time, the Surviving Corporation, provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Common Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Section 4.1, Agreement agrees to such removal. Any vacancy in the position of Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Common Stock on an as-if converted basis outstanding immediately prior to the transaction contemplated by this Agreement. Any removal or change of the Stockholders’ Representative shall serve as the exclusive agent not be effective until written notice is delivered to Parent. No bond shall be required of the holders of T2 Warrants Stockholders’ Representative, and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) not receive any compensation for his services as such. Notices or communications to execute all certificates, documents and agreements on behalf of and in or from the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized constitute notice to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without from the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent or instruction of the Stockholders’ Representative while acting in good faithshall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Stockholders of the Company and any act done or omitted pursuant to the advice of counsel shall be final, binding and conclusive evidence upon each of such good faiththe Stockholders. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time Stockholders shall severally indemnify the Stockholders’ Representative and hold it him harmless against any loss, liability liability, or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder. The person serving as Notwithstanding anything in this Article 13.14 to the contrary, the Stockholders’ Representative may resign (in his capacity as such) shall have no obligation or be replaced from time authority with respect to time any indemnification claims against a Stockholder made by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedIndemnitee under Article X hereof.

Stockholders’ Representative. Subject Xxxxxxx and SEF by their execution hereof, and each Series F Holder, by their acceptance of the Merger Consideration, shall be deemed to have designated and appointed Xxxxxxx Brothers LLC (the penultimate sentence "Xxxxxxx Designee") and a party to be named by written consent of this Section 4.1Series F Holders holding a majority of the shares of Series F Preferred Stock held by the Series F Holders (the "Series F Designee") with full power of substitution (jointly, the "Stockholders’ Representative shall serve ' Representative") as the exclusive agent representative of the holders of T2 Warrants and T3 Warrants for each such stockholder, to perform all purposes of such acts as are required, authorized or contemplated by this Agreement and by the transactions contemplated hereby. Without limiting Escrow Agreement to be performed by them pursuant to Section 2.05 and Article IX hereof and the generality of the foregoingEscrow Agreement, and hereby acknowledges that the Stockholders’ ' Representative shall be the only person authorized to take any action so required, authorized or contemplated by Section 2.05 and Article IX hereof and the Escrow Agreement. Prior to the date on which all funds in the Xxxxxxx Escrow shall have been exhausted by delivery to Parent Indemnitees, both the Xxxxxxx Designee and the Series F Designee shall be required to sign any instruction or other instrument on behalf of the Stockholders Representative for such instrument to be effective. The Xxxxxxx Designee or its designated successor (as appointed by Xxxxxxx) shall be deemed to have ceased to be included in the definition of the Stockholders' Representative on such date as all funds in the Xxxxxxx Escrow have been exhausted, and thereafter the Seires F Designee or its designated successor shall have sole authority to act as Stockholders' Representative except to the extent any action undertaken or proposed to be undertaken under such sole authority could reasonably be expected to adversely affect Xxxxxxx or SEF, in which case the consent of Xxxxxxx shall be required. The Stockholders' Representative shall act as the representative of Xxxxxxx, SEF, and each Series F Holders under Section 2.05 and this Article IX and the Escrow Agreement, and shall be authorized to act on behalf of Xxxxxxx, SEF, and each Series F Holders and to take any and all actions required or permitted to be taken by the Stockholders' Representative under Section 2.05 and this Article IX or the Escrow Agreement with respect to any claims (including the settlement thereof) made by any Parent Indemnitees for indemnification pursuant to Section 2.05 and this Article IX of the Agreement and with respect to any actions to be taken by the Stockholders' Representative pursuant to the terms of the Escrow Agreement. Xxxxxxx, SEF, and each Series F Holders shall be bound by all actions taken by the Stockholders' Representative in its capacity thereof. The Stockholders' Representative shall promptly, and in any event within five business days, provide written notice to Xxxxxxx, SEF, and each Series F Holders of any action taken on behalf of Xxxxxxx, SEF, and each Series F Holders by the Stockholders' Representative pursuant to the authority delegated to the Stockholders' Representative under this Section 9.05. Each of Xxxxxxx, SEF and the Series F Holders is thereby deemed to have further acknowledged that the foregoing appointment and designation shall be deemed to be coupled with an interest and shall survive the death or incapacity of such stockholder. Each of Xxxxxxx, SEF and the Series F Holders is thereby deemed to have authorized the other parties hereto to disregard any notice or other action taken by such stockholder pursuant to Section 2.05 and Article IX hereof and the Escrow Agreement except for the Stockholders' Representative. The other parties hereto are and will be entitled to rely on any action so taken or any notice given by the Stockholders' Representative and are and will be entitled and authorized to give notices only to the Stockholders' Representative for any notice contemplated by Section 2.05 and Article IX hereof and the Escrow Agreement to be given to any such stockholder. The Stockholders' Representative may be replaced, and any successor thereto appointed, by written consent executed by (a) to execute all certificates, documents and agreements on behalf of and Xxxxxxx in the name of any respect of the holders of T2 Warrants Xxxxxxx Designee and T3 Warrants necessary to effectuate the transactions contemplated hereby, its designated successors and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf Series F Holders holding a majority of the holders shares of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or Xxxxxx Series F Preferred Stock held by all Series F Holders as of the Effective Time in respect of the Transactions contemplated herebySeries F Designee and his designated successors, with such written consent to bring, prosecute, defend or settle such claims, be delivered to Parent and to make the Escrow Agent not later than the fifth business day after the execution and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approvaldelivery thereof. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ ' Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative in such capacity while acting in good faithfaith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice advise of counsel shall be conclusive evidence of such good faith. The holders Xxxxxxx, SEF and each Series F Holder shall, by their execution hereof or their acceptance of shares of Company Stock outstanding immediately prior the Merger Consideration, as the case may be, be deemed to the First Effective Time shall have agreed to severally indemnify the Stockholders’ ' Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ ' Representative and arising out of or in connection with the acceptance or administration each of its their duties hereunder. The person serving as For the avoidance of doubt, the Stockholders’ ' Representative may resign or be replaced from time is not authorized to time by the holders of a majority in interest of the Escrowed Stock held take any action in the name of Xxxxxxx, SEF or any Series F Holder other than as expressly required, authorized or contemplated by Section 2.05 and Article IX hereof and the Escrow Account upon Agreement, and shall not less than ten have authority to enter into any amendment, waiver or modification of this Agreement (10) days’ prior written notice to Parent including Section 2.05 and with Parent’s written consentArticle IX hereof), which shall not be unreasonably withheldamendments, conditioned or delayedwaivers and modifications are solely governed by Section 8.04.

Stockholders’ Representative. Subject (a) Xxxxx Xxxxxxxxx is hereby appointed as the Stockholders’ true and lawful representative, proxy, agent and attorney-in-fact (the “Stockholders’ Representative”) for a term that shall be continuing and indefinite and without a termination date except as otherwise provided herein, to act for and on behalf of the Stockholders in connection with or relating to the penultimate sentence Transaction Documents and the Contemplated Transactions, including, without limitation, to give and receive notices and communications, to receive and accept service of this Section 4.1legal process in connection with any proceeding arising under the Transaction Documents or in connection with the Contemplated Transactions, to receive and deliver the amount comprising the Final Closing Merger Consideration, to authorize delivery of Promissory Note payments, to object to or accept any claims against or on behalf of the Principal Stockholders, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such amounts or claims, and to take all actions necessary or appropriate in the sole opinion of the Stockholders’ Representative shall serve as for the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality accomplishment of the foregoing. Such agency may be changed at any time and from time to time by the action of Stockholders holding more than fifty percent (50%) of the issued and outstanding Shares that approved the Merger, and shall become effective upon not less than thirty (30) days prior written notice to ATS. Except as provided in the foregoing sentence, in the event that for any reason the most recent Stockholders’ Representative shall no longer be serving in such capacity, including, without limitation, as a result of the death, resignation, or incapacity of the Stockholders’ Representative, either (i) the outgoing Stockholders’ Representative shall appoint a successor Stockholders’ Representative or (ii) if the outgoing Stockholders’ Representative is unable, unwilling or otherwise fails to appoint a successor Stockholder Representative, then Stockholders holding more than fifty percent (50%) of the issued and outstanding Shares that approved the Merger shall designate another Person to act as Stockholders’ Representative, such that, at all times, to the extent practicable, there will be a Stockholders’ Representative with the authority provided hereunder. Any change in the Stockholders’ Representative pursuant to the foregoing sentence shall be authorized (a) to execute all certificates, documents and agreements on behalf become effective upon delivery of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect written notice of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative conveniencechange to ATS. The Stockholders’ Representative shall not be liable receive compensation for his or her services. Notices, deliveries or communications to any Person for any act done or omitted hereunder as from the Stockholders’ Representative while acting in good faith, and by or to any act done or omitted pursuant of the parties to the advice of counsel Transaction Documents shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior constitute notices, deliveries or communications to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part from each of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.

Stockholders’ Representative. Subject By the adoption of the Merger, and by receiving the benefits thereof, including any consideration payable hereunder, each Company Stockholder shall be deemed to have appointed, and Shareholder Representative Services LLC is hereby appointed by the Company Stockholders, as of the Closing, as representative, agent and attorney-in-fact for each Company Stockholder for all purposes in connection with this Agreement and the agreements ancillary hereto, (a) to give and receive notices and communications to Parent for any purpose under this Agreement and the Transaction Documents, (b) to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any disputes arising under or related to this Agreement, (c) to act on behalf of Company Stockholders in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and the Merger, and (d) to take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. The Stockholders’ Representative may resign at any time, and such agency may be changed by the Company Stockholders from time to time upon no less than twenty (20) days prior written notice to Parent; provided, however, that the Stockholders’ Representative may not be removed unless holders of at least 51% of all of the Company Shares outstanding immediately prior to the penultimate sentence Effective Time agree to such removal. Any vacancy in the position of this Section 4.1, Stockholders’ Representative may be filled by approval of the holders of at least 51% of all of the Company Shares outstanding immediately prior to the Effective Time. Any removal or change of the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated herebynot be effective until written notice is delivered to Parent. Without limiting the generality of the foregoing, Notices or communications to or from the Stockholders’ Representative shall be authorized (a) constitute notice to execute all certificatesor from the Company Stockholders. A decision, documents and agreements on behalf of and in the name of any act, consent or instruction of the holders Stockholders’ Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of T2 Warrants all of the Company Stockholders and T3 Warrants necessary to effectuate shall be final, binding and conclusive upon each of the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this AgreementCompany Stockholders. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants will incur no liability in connection with any claims made under its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative conveniencewillful misconduct. The Stockholders’ Representative shall not be liable to any Person for any act done action or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted omission pursuant to the advice of counsel shall be conclusive evidence of such good faithcounsel. The holders of shares of Company Stock outstanding immediately prior Stockholders, on a several basis in accordance with each Company Stockholder’s pro rata right to the First Effective Time receive Earnout Shares, shall indemnify the Stockholders’ Representative and hold it harmless against any lossreasonable, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ documented, and out-of-pocket losses, liabilities and expenses (“Representative and Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the acceptance event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or administration willful misconduct of its duties hereunderthe Stockholders’ Representative, the Stockholders’ Representative will reimburse the Company Stockholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. The person serving Representative Losses may be recovered by the Stockholders’ Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Company Stockholders under this Agreement at such time as such amounts would otherwise be distributable to the Company Stockholders; provided, that while the Stockholders’ Representative may resign be paid from the aforementioned sources of funds, this does not relieve the Company Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Stockholders’ Representative be replaced from time required to time advance its own funds on behalf of the Company Stockholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Stockholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Stockholders’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Stockholders’ Representative or the termination of this Agreement. Upon the Closing, Parent will wire $100,000 (the “Expense Fund”) to the Stockholders’ Representative, which will be used for any expenses incurred by the holders Stockholders’ Representative pursuant to this Agreement. Parent, the Company and the Company Stockholders shall not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholders’ Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of a majority in interest bankruptcy. As soon as practicable following the completion of the Escrowed Stock held Stockholders’ Representative’s responsibilities, the Stockholders’ Representative shall deliver any remaining balance of the Expense Fund to Parent. The parties agree that the Stockholders’ Representative is not responsible for any tax reporting or withholding in connection with the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayeddistribution of the Expense Fund.

Stockholders’ Representative. Subject The Stockholders’ Representative shall have the full and exclusive authority to (i) agree with Parent with respect to any matter or thing required or deemed necessary by the penultimate sentence Stockholders’ Representative in connection with the provisions of this Section 4.1Agreement calling for the agreement of Stockholders, give and receive notices on behalf of all Stockholders, and act on behalf of Stockholders in connection with any matter as to which Stockholders are or may be obligated under this Agreement or the Escrow Agreements, all in the absolute discretion of the Stockholders’ Representative, (ii) in general, do all things and perform all acts, including without limitation executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and other instruments or documents contemplated by, or deemed by the Stockholders’ Representative to be necessary or advisable in connection with, this Agreement, and (iii) take all actions necessary or desirable in connection with the defense or settlement of any indemnification claims pursuant to Article 9 and performance of obligations under Article 3. All decisions by the Stockholders’ Representative shall be binding upon all Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. The Stockholders’ Representative may communicate with any Stockholder or any other Person concerning his responsibilities hereunder, but it is not required to do so, provided, however, that until the final distribution of the Escrowed Funds, the Stockholders’ Representative shall respond to reasonable requests made by any Stockholder with respect to the Escrow Agreements. The Stockholders’ Representative has a duty to serve as in good faith the exclusive agent interests of the holders of T2 Warrants Stockholders and T3 Warrants for all purposes of to perform its designated role under this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoingAgreement, but the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and have no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable financial liability whatsoever to any Person for relating to its service hereunder (including any act done action taken or omitted hereunder as the Stockholders’ Representative while acting in good faithto be taken), and any act done or omitted pursuant to the advice of counsel except that it shall be conclusive evidence liable for harm which it directly causes by an act of such good faithwillful misconduct or gross negligence. The holders of shares of Company Stock outstanding immediately prior to Parent acknowledges and agrees that the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to as Stockholders’ Representative at any time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice delivered to Parent each Stockholder and with to Parent’s written consent, which and that upon such resignation the Stockholders shall not be unreasonably withheld, conditioned or delayedpromptly select a successor Stockholders’ Representative.

Stockholders’ Representative. Subject (a) Effective only upon the Effective Time, Xxxx X. Xxxxx (such person and any successor or successors being the “Stockholders’ Representative”) shall act as the representative of the Company Stockholders, and shall be authorized to act on behalf of the penultimate sentence of this Section 4.1, Company Stockholders and to take any and all actions required or permitted to be taken by the Stockholders’ Representative shall serve as under this Agreement with respect to any claims (including the exclusive agent settlement thereof) made by a Parent Indemnified Party for indemnification pursuant to this Article IX and with respect to any actions to be taken by the Stockholders’ Representative pursuant to the terms of the holders Escrow Agreement (including, without limitation, the exercise of T2 Warrants the power to (i) authorize the delivery of cash from the Escrow Account to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and T3 Warrants compromises of, and comply with orders of courts with respect to any claims for indemnification and (iii) take all purposes actions necessary in the judgment of this Agreement and the transactions contemplated hereby. Without limiting Stockholders’ Representative for the generality accomplishment of the foregoing). In all matters relating to this Article IX, the Stockholders’ Representative shall be authorized (a) the only party entitled to execute all certificates, documents and agreements on behalf of and in assert the name of any rights of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated herebyCompany Stockholders, and (b) the Stockholders’ Representative shall perform all of the obligations of the Company Stockholders hereunder. The Parent Indemnified Parties shall be entitled to negotiaterely on all statements, execute representations and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreementdecisions of the Stockholders’ Representative. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) 20 business days’ prior written notice to Parent and with the Company Stockholders. The Company Stockholders by the vote of a majority-in-interest of the Escrow Fund may remove the Stockholders’ Representative from time to time upon not less than 20 business days’ prior written notice to Parent’s written consent, which . Any vacancy in the position of the Stockholders’ Representative may be filled by the approval of the holders of a majority-in-interest in the Escrow Fund. Any successor Stockholders’ Representative shall not be unreasonably withheld, conditioned or delayedacknowledge in writing to Parent his acceptance of his appointment as Stockholders’ Representative.

Stockholders’ Representative. Subject (a) Appointment of Stockholders’ Representative. In the event the Stockholders approve the Merger pursuant to the penultimate sentence Written Consent, effective as of the date of this Section 4.1Agreement and without any further action by the Stockholders, Rxxxxx Xxxxxxx will be appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder receiving Martek Common Stock in the Merger, for and on behalf of the Stockholder. The Stockholders’ Representative shall have full power and authority to represent all of the Stockholders and their successors with respect to all matters arising under this Agreement and the Escrow Agreement and all actions taken by the Stockholders’ Representative hereunder and thereunder shall serve be binding upon all such Stockholders and their successors as the exclusive agent if expressly confirmed and ratified in writing by each of the holders of T2 Warrants them. The Stockholders’ Representative shall take any and T3 Warrants for all purposes of actions which he believes are necessary or appropriate under this Agreement and the transactions Escrow Agreement for and on behalf of the Stockholders, as fully as if the Stockholders were acting on their own behalf, including, without limitation, defending all indemnity claims against the Stockholders pursuant to Section 6.2 of this Agreement (an “Indemnity Claim”), consenting to, compromising or settling all Indemnity Claims, conducting negotiations with Martek and its agents regarding such claims, dealing with Martek and the Martek Escrow Agent under this Agreement and the Escrow Agreement with respect to all matters arising under this Agreement and the Escrow Agreement, taking any and all other actions specified in or contemplated herebyby this Agreement and the Escrow Agreement, and engaging counsel, accountants or other Stockholders’ Representatives in connection with the foregoing matters. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) have full power and authority to execute interpret all certificates, documents the terms and agreements provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of all such Stockholders and in such successors. Notwithstanding the name of foregoing, each Stockholder shall have the right to exercise any of voting rights appertaining to the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenienceMartek Escrow Amount. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting promptly as reasonably possible in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising carrying out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedhis duties.

Stockholders’ Representative. Subject to (a) By virtue of the penultimate sentence adoption of this Section 4.1Agreement and approval of the Merger and in exchange for the applicable portion of the Merger Consideration pursuant to this Agreement, each of the Non-Dissenting Stockholders designates Pxxxx X. Xxxxxxx (the “Stockholders’ Representative”) as his, her or its representative for purposes of this Agreement. The Non-Dissenting Stockholders and their respective successors shall be deemed to have approved, and shall be bound by, any and all actions taken by the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of on their behalf under or otherwise relating to this Agreement and the other documents contemplated hereby and the transactions contemplated herebyhereunder and thereunder as if such actions were expressly ratified and confirmed by each of them in writing. Without limiting In the generality of the foregoingevent that any Stockholders’ Representative is unable or unwilling to serve or shall resign, the a successor Stockholders’ Representative shall be authorized (a) selected by those Non-Dissenting Stockholders who are entitled to execute all certificates, documents and agreements on behalf of and in the name of any at least a majority of the holders of T2 Warrants and T3 Warrants necessary Merger Consideration pursuant to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as A Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account not resign, except upon not less than ten thirty (1030) days’ days prior written notice to Parent and with Parent’s written consentMerger Sub. In the event of a notice of proposed resignation, which or any death, disability or other replacement of a Stockholders’ Representative, a successor shall be appointed effective immediately thereafter by PSS PE I, L.P. and Parent and Merger Sub shall be notified promptly of such appointment by the successor Stockholders’ Representative. No resignation, nor any other replacement, of any Stockholders’ Representative shall be effective against Parent or Merger Sub until (i) the proposed successor Stockholders’ Representative assumes in writing all obligations of the original Stockholders’ Representative under this Agreement and the Escrow Agreement and (ii) Parent and Merger Sub have consented to the proposed successor Stockholders’ Representative (such consent not to be unreasonably withheld, conditioned withheld or delayed). Each successor Stockholders’ Representative shall have all the power, rights, authority and privileges hereby conferred upon the original Stockholders’ Representative.

Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.1FBR Investment Management, the Stockholders’ Representative Inc. shall serve act as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) attorney-in-fact to execute all certificates, documents and agreements act on behalf of the Stockholders with respect to any and in the name of any all matters, claims, controversies, or disputes arising out of the holders terms of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also of the Transaction Documents and shall be exclusively authorized to take all actions receive and hold the Merger Note on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, Stockholders and to make and receive payments in respect of such claims take any action on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without Stockholders thereunder (the “Stockholders’ Representative”). If more than one Person acts as the Stockholders’ Representative’s prior written approval, a decision of a majority of such Persons shall be conclusive. The In the event of the death, disability or resignation of a Stockholders’ Representative is serving Representative, a successor may be appointed by a majority in interest (based on the capacity as exclusive agent aggregate principal amount payable to the Stockholders under the Merger Note) of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenienceStockholders. The Stockholders’ Representative shall not be liable have the power to take any Person and all actions which the Stockholders’ Representative believes are necessary or appropriate or in the best interests of the Stockholders, as fully as if each such Stockholder was acting on its, his or her own behalf with respect to the Merger Note and all claims for indemnification under this Agreement and to take any act done action or omitted hereunder no action in connection therewith as the Stockholders’ Representative while acting in good faithmay deem appropriate as effectively as the Stockholders could act themselves, including the settlement or compromise of any dispute or controversy. The authority granted hereunder is deemed to be coupled with an interest. The death or incapacity of any Stockholder shall not terminate the authority and agency of the Stockholders’ Representative. Verticalnet shall have the right to rely on any act done actions taken or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify taken by the Stockholders’ Representative and hold it harmless against any loss, liability as being the act or expense incurred without gross negligence or bad faith on the part omission of the Stockholders’ Representative , without the need for any inquiry, and arising out any such actions or omissions shall be binding upon each of or in connection with the acceptance or administration of its duties hereunderStockholders. The person serving as Stockholders’ Representative may resign shall incur no liability, loss, damage or be replaced from time to time by the holders expense as a result of a majority any action taken in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent good faith hereunder, including any legal fees and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedexpenses.

Stockholders’ Representative. Subject Xxxxxxx X. Xxxxxxx ---------------------------- (such person and any successor or successors being the "Stockholders' ------------ Representative") shall act as the representative of the Company Stockholders, -------------- and hereby is authorized to act on behalf of the Company Stockholders and to take any and all actions required or permitted to be taken by the Stockholders' Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification pursuant to this Article IX and with respect to any actions to be taken by the Stockholders' Representative pursuant to the penultimate terms of the Escrow Agreement (including, without limitation, the exercise of the power to (i) authorize the delivery of Escrow Shares to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims and (iii) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of the foregoing). The Company Stockholders shall be bound by all actions taken by the Stockholders' Representative in its capacity thereof, except for any action that conflicts with the limitation set forth in the final sentence of this Section 4.1, the 9.04. The Stockholders’ ' Representative shall serve as promptly, and in any event within 5 business days, provide written notice to the exclusive agent Company Stockholders of the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements any action taken on behalf of and in them by the name of any of Stockholders' Representative pursuant to the holders of T2 Warrants and T3 Warrants necessary authority delegated to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to Stockholders' Representative under this Agreement or any other agreement, document or instrument contemplated by this AgreementSection 9.04. The Stockholders’ ' Representative also shall at all times act in his or her capacity as Stockholders' Representative in a manner that the Stockholders' Representative believes to be exclusively authorized to take all actions on behalf in the best interest of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Company Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ ' Representative shall not be liable to any Person person for any act done error of judgment, or any action taken, suffered or omitted hereunder as to be taken, under this Agreement or the Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Stockholders’ ' Representative while acting may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith, and any act done or omitted pursuant to faith by it in accordance with the advice of counsel shall be conclusive evidence of such good faithcounsel, accountants or experts. The holders of shares of Company Stock outstanding immediately prior Stockholders' Representative shall not have any duty to ascertain or to inquire as to the First Effective Time performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Stockholders' Representative shall not exercise any discretion or take any action. Each Company Stockholder severally shall indemnify and hold harmless and reimburse the Stockholders’ ' Representative from and hold it harmless against such Company Stockholder's ratable share of any lossand all liabilities, liability losses, damages, claims, costs or expense expenses suffered or incurred without gross negligence or bad faith on the part of by the Stockholders’ ' Representative and arising out of or in connection with resulting from any action taken or omitted to be taken by the acceptance Stockholders' Representative under this Agreement or administration the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of its duties or resulting from the Stockholders' Representative's gross negligence, bad faith or willful misconduct. In all matters relating to this Article IX, the Stockholders' Representative shall be the only party entitled to assert the rights of the Company Stockholders, and the Stockholders' Representative shall perform all of the obligations of the Company Stockholders hereunder. The person serving as Stockholders’ Representative may resign or Parent Indemnified Parties shall be replaced from time entitled to time by the holders of a majority in interest rely on all statements, representations and decisions of the Escrowed Stock held Stockholders' Representative. Notwithstanding anything to the contrary herein or in the Escrow Account upon Agreement, (i) the Stockholders' Representative is not less than ten authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such Company Stockholder is entitled under this Agreement and (10ii) days’ prior written notice to Parent and with Parent’s written consent, which the Stockholders' Representative shall not be unreasonably withheldin any manner exercise, conditioned or delayedseek to exercise, any voting power whatsoever with respect to shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Company Stockholder unless the Stockholders' Representative is expressly authorized to do so in a writing signed by such Company Stockholder.

Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.1, the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all For purposes of this Agreement and the transactions contemplated hereby. Without limiting , the generality Effective Time Stockholders, without any further action on the part of any such party, shall be deemed to have consented to the appointment of Jock Patton and Jeff Padden as the representative of such party (the "Stxxxxxxxxxx' Reprxxxxxxxxxx"), as the attorney-in-fact for and on behalf of each such party, and the taking by the Stockholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement, including the exercise of the foregoingpower to (i) execute the Escrow Agreement, (ii) authorize delivery to Parent of the Escrow Shares, or any portion thereof, in satisfaction of Losses and Expenses or amounts owed under this Agreement, the Escrow Agreement or the Royalty Participation Agreement, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Losses and Expenses and amounts owed, (iv) resolve any Parent indemnification claims, and (v) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement, the Escrow Agreement and the Royalty Participation Agreement. Accordingly, the Stockholders’ ' Representative shall be authorized (a) has unlimited authority and power to execute all certificates, documents and agreements act on behalf of each Stockholder with respect to this Agreement, the Escrow Agreement and the Royalty Participation Agreement and the disposition, settlement or other handling of all Losses and Expenses, rights or obligations arising from and taken pursuant to any such agreement. The Effective Time Stockholders will be bound by all actions taken by the Stockholders' Representative in connection with this Agreement, the name of any of Escrow Agreement or the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated herebyRoyalty Participation Agreement, and Parent, the Company and Mergerco shall be entitled to rely, and will incur no liability with respect to such reliance, on any action, consent, instruction or decision of either Jeff Patton or Jock Padden as the action, consent, instruction or decisixx xx xxx Xtockxxxxxxx' Xxpresentative (b) and shall have no responsibility or obligation to negotiatedetermine the authority, execute and deliver all amendmentsauthenticity, modifications and waivers to this Agreement accuracy or any other agreement, document or instrument contemplated by this Agreementtruth thereof). The Stockholders’ ' Representative also will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall be exclusively authorized have no responsibility to take determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or gross negligence. In all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made questions arising under this Agreement, the Escrow Agreement or in respect the Royalty Participation Agreement, the Stockholders' Representative may rely on the advice of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claimscounsel, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ ' Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall will not be liable to any Person Effective Time Stockholder for any act done anything done, omitted or omitted hereunder as the Stockholders’ Representative while acting suffered in good faith, and faith by the Stockholder' Representative based on such advice. The Stockholders' Representative will not be required to take any act done or omitted pursuant to action involving any expense unless the advice of counsel shall be conclusive evidence payment of such good faithexpense is made or provided for by the Stockholders in a manner satisfactory to him. The holders of shares of Company Stock outstanding immediately prior to At any time during the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part term of the Stockholders’ Representative Escrow Agreement and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by Royalty Participation Agreement, those parties who are then the holders of a majority in interest of the Escrowed Escrow Shares or the shares of THQ Stock held issued to such parties in accordance with this agreement, as applicable, can appoint a new Stockholders' Representative by written consent by sending notice and a copy of the Escrow Account upon not less than ten (10) days’ prior written notice consent appointing such new Stockholders' Representative signed by such holders to Parent and the Escrow Agent, in the case of the Escrow Agreement. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent and the Escrow Agent. The parties hereto shall make available to Stockholders' Representative (the parties hereby acknowledge and agree that this right of examination is not an individual right) such books, records and other information (including workpapers) as Stockholders' Representative may reasonably request for the taking of any and all actions and the making of any decisions required or permitted to be taken under this Agreement; provided, however, with Parent’s written consentrespect to audit rights under the Royalty Participation Agreement, which shall not be unreasonably withheld, conditioned or delayedSection 5 thereof will control.

Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.112.14, the Stockholders’ Representative shall serve as the exclusive agent of the Former Company Stockholders and the holders of T2 Warrants and T3 Warrants for all purposes of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be authorized (a) to execute all certificates, documents and agreements on behalf of and in the name of any of the Former Company Stockholders and the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf of the Former Company Stockholders and holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the Former Company Stockholders and holders of T2 Warrants and T3 Warrants, and no Former Company Stockholder or holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the Former Company Stockholders and holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.

Stockholders’ Representative. Subject to the penultimate sentence of this Section 4.1, the Stockholders’ Representative shall serve as the exclusive agent (a) Each of the holders of T2 Warrants Stockholders and T3 Warrants for Optionholders does hereby irrevocably make, constitute and appoint Fortis Advisors LLC as such Stockholder’s and/or Optionholder’s exclusive agent, from and after the Closing, to act in his name, place and xxxxx, as such Stockholder’s and/or Optionholder’s attorney-in-fact, to (i) execute and deliver all purposes documents necessary or desirable to carry out the intent of this Agreement and the other Ancillary Agreements (including in the name of, or on behalf of, such Stockholder and/or Optionholder), (ii) make all elections or decisions entered into in connection with this Agreement and the other Ancillary Agreements, (iii) act on such Stockholder’s and/or Optionholder’s behalf in connection with all obligations and agreements of the Stockholder and/or Optionholder under this Agreement and the other Ancillary Agreements, (iv) amend, waive or otherwise change the terms or conditions of this Agreement or any of the other Ancillary Agreements on behalf of such Stockholder and/or Optionholder, (v) defend, settle and authorize payments to the Parent Indemnified Parties on behalf of such Stockholder and/or Optionholder in connection with any claim for indemnification made by any Parent Indemnified Parties to Article IX and to initiate and prosecute any claim for indemnification made by or on behalf of such Stockholder and/or Optionholder pursuant to Article IX, (vi) give and receive on behalf of such Stockholder and/or Optionholder any and all notices from or to any Party under the this Agreement or the other Ancillary Agreements, and (vii) otherwise exercise all rights of such Stockholder and/or Optionholder and otherwise act on behalf of such Stockholder and/or Optionholder under this Agreement or the other Ancillary Agreements and in connection with any of the transactions contemplated herebyby this Agreement or the other Ancillary Agreements, in each case as if such Stockholder and/or Optionholder had personally done such act, and the Stockholders’ Representative hereby accepts such appointment. Without limiting the generality of Notwithstanding the foregoing, the Stockholders’ Representative shall be authorized (a) have no obligation to execute all certificates, documents and agreements on behalf of and in the name of any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions act on behalf of the holders of T2 Warrants Stockholders and T3 Warrants the Optionholders, except as expressly provided herein and in connection with any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claimsEscrow Agreement, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faithclarity, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part there are no obligations of the Stockholders’ Representative in any ancillary agreement, schedule, exhibit or the Schedules. The death, incapacity, insolvency, liquidation or bankruptcy of any Stockholder or Optionholder shall not terminate such appointment or the authority and arising out agency of the Stockholders’ Representative or in connection with the acceptance or administration of its duties powers, immunities and rights to indemnification granted to the Stockholders’ Representative Group (defined below) hereunder. The person serving as power-of-attorney granted in this Section 11.15 and the powers, immunities and rights to indemnification granted to the Stockholders’ Representative may resign Group hereunder: (i) are coupled with an interest and irrevocable and (ii) shall survive the delivery of an assignment by any Stockholder or be replaced from time to time by the holders of a majority in interest Optionholder of the Escrowed Stock held whole or any fraction of his, her or its interest in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedFund.

Stockholders’ Representative. Subject to (a) By virtue of the penultimate sentence adoption of this Section 4.1Agreement and/or the cancellation by a Former Holder of Company Options or Company Warrants in exchange for Merger Consideration, Option Consideration or Warrant Consideration pursuant to this Agreement, the Former Holders irrevocably nominate, constitute and appoint Xxxxx X. Xxxxxxxxxx as the agent and true and lawful attorney-in-fact of the Former Holders (the “Stockholders’ Representative”) to take any and all actions and make any and all decisions required or permitted to be taken or made by the Stockholders’ Representative shall serve as under this Agreement, including the exclusive agent exercise of the holders right to: (i) give and receive notices and communications under this Agreement; (ii) authorize set-off against Contingent Payments in satisfaction of T2 Warrants claims for indemnification made by Parent under Section 7; (iii) object to claims for indemnification made by Parent under Section 7; (iv) agree to, negotiate, enter into settlements and T3 Warrants compromises of and comply with court orders with respect to claims for indemnification made by Parent under Section 7 or disputes regarding Section 1.7; and (v) take all purposes actions necessary or appropriate in the good faith judgment of this Agreement and the transactions contemplated hereby. Without limiting Stockholders’ Representative for the generality accomplishment of the foregoing. The power of attorney granted in this Section 8.1 is coupled with an interest and is irrevocable, may be delegated by the Stockholders’ Representative and shall survive the death or incapacity of any Former Holder. The identity of the Stockholders’ Representative may be changed, and a successor Stockholders’ Representative may be appointed, from time to time (including in the event of the resignation or the death, disability or other incapacity of the Stockholders’ Representative) by Former Holders with a majority in interest of the rights to any Contingent Payments, and any such successor shall succeed the Stockholders’ Representative as Stockholders’ Representative hereunder. No bond shall be required of the Stockholders’ Representative. From and after the Effective Time, a decision, act, consent or instruction of the Stockholders’ Representative shall be authorized (a) to execute all certificatesfinal, documents binding and agreements on behalf of conclusive upon each Former Holder and in the name of Parent may rely upon any decision, act, consent or instruction of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to take all actions on behalf as being the decision, act, consent or instruction of the holders of T2 Warrants each Former Holder. Parent and T3 Warrants in connection with Surviving Corporation are hereby relieved from any claims made under this Agreement or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable liability to any Person for any act acts done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the by Stockholders’ Representative and hold it harmless against any lossacts done by Parent or Surviving Corporation in accordance with any such decision, liability act, consent or expense incurred without gross negligence or bad faith on the part instruction of the Stockholders’ Representative and arising out of or in connection with Representative. Each Former Holder hereby agrees to receive correspondence from the acceptance or administration of its duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time by the holders of a majority Representative, including in interest of the Escrowed Stock held in the Escrow Account upon not less than ten (10) days’ prior written notice to Parent and with Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayedelectronic form.

Stockholders’ Representative. Subject (a) By executing the Stockholder Support Agreements, each Stockholder irrevocably constitutes and appoints Xxxxxx Xxxxxxx as the true and lawful agent and attorney-in-fact (hereinafter referred to as the "STOCKHOLDERS' REPRESENTATIVE") of each Stockholder, with full powers of substitution, to act in the name, place and stead of each Stockholder with respect to the penultimate sentence of this Section 4.1, Merger in accordance with the Stockholders’ Representative shall serve as the exclusive agent of the holders of T2 Warrants and T3 Warrants for all purposes provisions of this Agreement and the transactions contemplated hereby. Without limiting the generality of the foregoingEscrow Agreement, the Stockholders’ Representative shall be authorized (a) and to do or refrain from doing all such further acts and things, to execute all such certificates, documents instruments and agreements on behalf of and other documents, as such Stockholders' Representative may deem necessary or appropriate in the name of connection with any of the holders of T2 Warrants and T3 Warrants necessary to effectuate the transactions contemplated hereby, and (b) to negotiate, execute and deliver all amendments, modifications and waivers to under this Agreement or any the Escrow Agreement, to give and receive notices and communications, to authorize delivery to Parent of the Escrow Shares or other agreementproperty from the Escrow Account in satisfaction of claims by Parent, document or instrument contemplated by this Agreement. The Stockholders’ Representative also shall be exclusively authorized to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims and to take all actions on behalf of the holders of T2 Warrants and T3 Warrants in connection with any claims made under this Agreement necessary or in respect of the Transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the holders of T2 Warrants and T3 Warrants, and no holders of T2 Warrants and T3 Warrants shall take any such action without the Stockholders’ Representative’s prior written approval. The Stockholders’ Representative is serving appropriate in the capacity as exclusive agent of the holders of T2 Warrants and T3 Warrants hereunder solely for purposes of administrative convenience. The Stockholders’ Representative shall not be liable to any Person for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The holders of shares of Company Stock outstanding immediately prior to the First Effective Time shall indemnify the Stockholders’ Representative and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part judgment of the Stockholders’ ' Representative and arising out for the accomplishment of or in connection with the acceptance or administration of its duties hereunderforegoing. The person serving as Stockholders’ Representative Such agency may resign or be replaced changed by the Stockholders from time to time upon not less than thirty days prior written notice to Parent; PROVIDED, HOWEVER, that the Stockholders' Representative may not be removed unless holders of a two-thirds interest in the Escrow Account agree to such removal and to the identity of the substituted stockholders' representative. Any vacancy in the position of Stockholders' Representative may be filled by approval of the holders of a majority in interest of the Escrowed Stock held Escrow Account.. The Stockholders agree that any such action, if material to the rights and obligations of the Stockholders in the Escrow Account upon not less than ten (10) days’ prior written notice reasonable judgment of the Stockholders' Representative, shall be taken in the same manner with respect to all Stockholders, unless otherwise agreed by each Stockholders. The appointment of the Stockholders' Representative shall be deemed coupled with an interest and shall be irrevocable, and Parent and with Parent’s written consentany other person may conclusively and absolutely rely, which shall not be unreasonably withheldwithout inquiry, conditioned or delayedupon any actions of the Stockholders' Representative as the act of Stockholders in all matters referred to in this Agreement.