Common use of Stockholders’ Representative Clause in Contracts

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of (a) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is hereby appointed as the Stockholders’ Representative (the “Stockholders’ Representative, ”) with the following authority: (i) to give and receive notices and communications, (ii) to authorize delivery take any and all actions relating to Parent of Escrow Sharesclaims to indemnify, Escrow Cash hold harmless or other property from the Escrow Fundreimburse any Indemnitee hereunder, to object to such deliveries, (iii) to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement arbitration and comply with orders of courts and awards of Arbitrator(sarbitrators with respect to, such claims, (iv) to take all other actions contemplated for the Stockholders’ Representative in this Agreement, (v) to execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any other documents and agreements contemplated by this Agreement, (vi) to make all elections or decisions contemplated by this Agreement and any other documents and agreements contemplated by this Agreement, (vii) to amend, modify or waive any agreements to which the Stockholders’ Representative is a party, (viii) to engage, employ or appoint any agents or representatives (including attorneys, accountants and consultants) to assist the Stockholders’ Representative in complying with the Stockholders’ Representative’s duties and obligations, (ix) to receive and distribute the proceeds of the Collected Landlord Receivables, the Holdback Funds and any Unused Retention Amount, (x) to use the Holdback Funds to pay its out-of-pocket expenses in connection with the transactions contemplated by this Agreement and as a source of funds with respect to claims of Indemnitees hereunderthe Company’s and the Stockholders’ indemnification obligations under this Agreement, (xi) to enter into the Paying Agent Agreement, and (xii) to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 . Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further decision or action or notice, become by the Stockholders’ Representative hereunder, including any agreement between the Stockholders’ Representative and Parent relating to the defense, payment or settlement of any claims to indemnify, hold harmless or reimburse any Indemnitee hereunder, shall be final, binding and conclusive. Parent and the Surviving Corporation shall be entitled to rely upon all actions of the Stockholders’ Representative in his capacity as Stockholders’ Representative whether or not express authority is granted pursuant to this Section 9.5. (b) The Stockholders’ Representative shall distribute all cash proceeds received with respect to the Collected Landlord Receivables and any Unused Retention Amount within five (5) Business Days after receipt of any cash with respect thereto; provided, however, that the Stockholders’ Representative shall have the right to utilize a portion of such amounts to replenish any amounts previously expended from the Holdback Funds and to delay such distribution for such period as the Stockholders’ Representative, in its sole discretion, deems prudent in light of Indemnity Matters that have been asserted and remain unresolved on the scheduled distribution date. The Stockholders’ Representative shall determine in good faith when to distribute the remainder of the Holdback Funds, including any Collected Landlord Receivables or Unused Retention Amount used to replenish the Holdback Funds, to the Company’s stockholders, which amount shall be distributed no later than April 15, 2010, other than any amounts necessary to cover any Indemnification Claims which have been asserted and have not been paid as of such date. Any distribution of funds (other than with respect to the reimbursement of Stockholders’ Representative’s expenses from the Holdback Funds) shall be made pro rata to the Company’s stockholders based upon their ownership of Company Common Stock outstanding as of the Effective Time; provided that any funds to be made to a stockholder of the Company who has not properly executed and delivered a Letter of Transmittal to the Paying Agent or the Surviving Corporation shall be paid to the Surviving Corporation to be held on behalf of such stockholder of the Company in the same manner as any funds released by the Paying Agent to the Surviving Corporation pursuant to Section 2.4(f) above. (c) If the Stockholders’ Representative shall die, become disabled or otherwise be unable to fulfill his responsibilities, then the remaining Person(s) serving as the Stockholders’ Representative shall, within 30 days after such death or disability, appoint a successor representative reasonably satisfactory to Parent. Any such successor shall, collectively with such remaining Person(s), become the “Stockholders’ Representative” for all purposes hereunder. If for any reason there is no Stockholders’ Representative at any time, all references herein to the Stockholders’ Representative shall be deemed to refer to such Person approved by the trustees of the RG Stock Trust and the Voting Trust who is reasonably satisfactory to Parent as such trusts are more specifically described in Section 9.5 of the Company Disclosure Schedule. (d) The Stockholders’ Representative shall not be liable to the Stockholders or Option holders of the Company for any act done or omitted hereunder as Stockholders’ Representative while acting in good faith. (e) The Stockholders’ Representative shall be entitled to rely upon any order, judgment, certificate, demand, notice, instrument or other writing delivered to him, her or it hereunder without being required to investigate the validity or accuracy thereof nor shall the Stockholders’ Representative be responsible for the validity or sufficiency of this Agreement. In all questions arising under this Agreement, the Stockholders’ Representative may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Stockholders’ Representative based on such advice, the Stockholders’ Representative shall not be liable to the Stockholders or Option holders of the Company. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs (f) No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall receive no compensation for its services. (g) All expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims shall constitute Company Transaction Expenses to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash extent paid by the Escrow Agent pursuant to Section 8.1 Company or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, Surviving Corporation after the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimsJuly End Date.

Stockholders’ Representative. 11.1 By virtue (a) The Stockholders Representative shall be the agent and attorney-in-fact for each of the adoption of Stockholders, the Merger Agreement RSU Holders and the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and Optionholders under this Agreement and the appointment other agreements contemplated hereby in accordance with the terms of ▇▇▇▇ ▇▇▇▇▇ as this Section 10.12. In the Stockholders’ event of the resignation, death or incapacity of the Stockholders Representative, to give and receive notices and communications, to authorize delivery a successor Stockholders Representative reasonably satisfactory to Parent of Escrow Sharesshall thereafter be appointed by an instrument in writing signed by Parent and such successor Stockholders Representative. (b) The Stockholders Representative is hereby authorized and empowered to act for, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises on behalf of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take any or all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative , the RSU Holders and the Optionholders (with full power of substitution in the premises) in connection with such matters as are reasonably necessary for the accomplishment consummation and administration of the foregoing. 11.2 Any successor Stockholders’ transactions contemplated in this Agreement, the Escrow Agreement and the other agreements contemplated hereby and thereby, including executing and delivering all agreements, amendments, certificates, receipts, consents, elections, instructions and other documents contemplated by, or deemed by the Stockholders Representative to be necessary or desirable in connection with this Agreement, the Escrow Agreement, the other agreements contemplated hereby and thereby and the transactions contemplated herein or therein. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders Representative as the duly appointed pursuant attorney-in-fact of each Stockholder, RSU Holder and Optionholder. Notices given to Section 10.1(l) the Stockholders Representative in accordance with the provisions of the Merger this Agreement shall automatically, without any further action or notice, become constitute notice to the Stockholders’ Representative , RSU Holders and the Optionholders for all purposes of under this Agreement. 11.3 (c) The Company appointment of the Stockholders have agreed Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders Representative pursuant to pay certain out-of-pocket the authority granted in this Section 10.12 shall be effective and absolutely binding on each Stockholder, RSU Holder and Optionholder notwithstanding any contrary action of or direction from such Stockholder, RSU Holder or Optionholder, except for actions or omissions of the Stockholders Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Stockholder, RSU Holder or Optionholder shall not terminate the authority and agency of the Stockholders Representative. Parent, Merger Sub and any other party to any document contemplated by this Agreement in dealing with the Stockholders Representative may conclusively and absolutely rely, without inquiry, upon any act of the Stockholders Representative as the act of the Stockholder, RSU Holder or Optionholder. (d) The Stockholders Representative shall not be liable to any Stockholder, RSU Holder, Optionholder or to any other Person (other than Parent or Merger Sub), with respect to any action taken or omitted to be taken by the Stockholders Representative in its role as Stockholders Representative under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders Representative, and the Stockholders Representative shall not be liable to any Stockholder, RSU Holder or Optionholder in the event that, in the exercise of his or its reasonable judgment, the Stockholders Representative believes there will not be adequate resources available to cover potential costs and expenses to contest a claim made by Parent or Merger Sub. (e) The Stockholders Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. The Stockholders Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreementservice thereof. The Stockholders’ Stockholders Representative may from time act in reliance upon any instrument or signature believed by it to time deliver claims be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Stockholders Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Stockholders Representative on behalf of that party unless written notice to the Escrow Agent certifying and itemizing in reasonable detail any amounts contrary is delivered to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger AgreementStockholders Representative. 11.4 At the time (f) Upon any disbursement of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 amounts from the Indemnity Escrow Fund by delivering Account to the Stockholders, the Optionholders and the RSU Holders or the payment of any Earn-Out Consideration to Stockholders, the Optionholders and the RSU Holders, the Stockholders Representative shall receive reimbursement from, and be indemnified from, the Earn-Out Consideration or the amounts disbursed from the Indemnity Escrow Account, as applicable, for any and all expenses, charges and liabilities, including reasonable attorneys’ fees, incurred by the Stockholders Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal in the performance or discharge of its duties pursuant to the aggregate amount of such claimsthis Section 10.12.

Stockholders’ Representative. 11.1 By virtue Subject to the penultimate sentence of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as the Stockholders’ RepresentativeSection 4.1, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for shall serve as the accomplishment exclusive agent of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) holders of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative 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. 11.3 . 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 Stockholders have agreed Stock outstanding immediately prior to pay certain out-of-pocket costs the First Effective Time shall indemnify the Stockholders’ Representative and expenses hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and to indemnify, defend and hold harmless arising out of or in connection with the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 acceptance or administration of the Merger Agreementits duties hereunder. The person serving as Stockholders’ Representative may resign or be replaced from time to time deliver claims to by the holders of a majority in interest of the Escrowed Stock held in the Escrow Agent certifying Account upon not less than ten (10) days’ prior written notice to Parent and itemizing in reasonable detail any amounts to with Parent’s written consent, which the Stockholders’ Representative shall not be unreasonably withheld, conditioned or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreementdelayed. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue of the adoption (a) Upon approval of the Merger and this Agreement by the Escrow Contributors shall Stockholders, each Stockholder will be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as irrevocably appointed the Stockholders’ Representative, to give as his true and receive notices lawful attorney-in-fact and communicationsagent (the “Stockholders’ Representative”), with full power of substitution or resubstitution, to authorize delivery to Parent act solely and exclusively on behalf of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) Stockholder with respect to claims of Indemnitees hereunderthe transactions contemplated by this Agreement, including the Merger, and to take act on behalf of such Stockholder in any litigation or arbitration involving this Agreement, to do or refrain from doing all actions such further acts and things, and to execute all such documents as the Stockholders’ Representative shall deem necessary or appropriate in connection with the reasonable judgment transactions contemplated hereby, including the power: (i) to act for such Stockholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of such Stockholder; (ii) to act for such Stockholder with regard to matters pertaining to litigation; (iii) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that the Stockholders’ Representative deems necessary or appropriate; (iv) to receive funds, make payments of funds, and give receipts for funds; (v) to receive funds for the payment of expenses of such Stockholder and apply such funds in payment for such expenses; (vi) to do or refrain from doing any further act or deed on behalf of such Stockholder that the Stockholders’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as such Stockholder could do if personally present; and (vii) to receive service of process in connection with any claims under this Agreement. (b) The appointment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the shall be deemed coupled with an interest and shall be irrevocable, and Buyer, Merger Agreement shall automaticallySubsidiary and Surviving Corporation and any other person may conclusively and absolutely rely, without inquiry, upon any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and in all matters referred to indemnify, defend and hold harmless herein. Any notices required to be made or delivered to the Company or any of the Stockholders shall be made to the Stockholders’ Representative and his affiliates and shall discharge in full all notice requirements, as applicable, to such Stockholder and/or the Company with respect thereto. By their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 appointment of the Merger Stockholders’ Representative, the Stockholders thereby confirm all that the Stockholders’ Representative shall do or cause to be done by virtue of his appointment as the representatives of the Stockholders hereunder. The Stockholders’ Representative shall act for the Stockholders on all of the matters set forth in this Agreement in the manner the Stockholders’ Representative believes to be in the best interest of the Stockholders and consistent with the obligations of the Stockholders under this Agreement, but the Stockholders’ Representative shall not be responsible to any Stockholder for any damages which the Stockholders may suffer by the performance of the Stockholders’ Representative’s duties under this Agreement, other than damages arising from willful violation of applicable law or gross negligence in the performance of such duties under this Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying shall not have any duties or responsibilities except those expressly set forth in this Agreement, and itemizing in reasonable detail any amounts to which no implied covenants, functions, responsibilities, duties or liabilities shall be read into this Agreement or shall otherwise exist against the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger AgreementRepresentative. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue (a) The stockholders of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement Company, by approving and adopting this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as Escrow Agreement and the transactions contemplated hereby and thereby, hereby irrevocably appoint the Stockholders’ RepresentativeRepresentative as their agent and attorney-in-fact for purposes of Section 8 and the Escrow Agreement, and consent to give the taking by the Stockholders’ Representative of any and receive notices all actions and communicationsthe making of any decisions required or permitted to be taken by him under the Escrow Agreement (including, without limitation, the exercise of the power to authorize delivery to the Indemnified Parties of cash or shares of Parent Common Stock, as applicable, out of Escrow Shares, Escrow Cash or other property from the Escrow Fund, Fund in satisfaction of claims by the Indemnified Parties. The Stockholders’ Representative hereby agrees to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofof Claims, including third-party Claims, and demand dispute resolution pursuant to Section 10 of the Merger Agreement arbitration, and comply with orders of courts and awards of Arbitrator(s) arbitrators with respect to claims of Indemnitees hereundersuch Claims, resolve any Claim made pursuant to Section 8; and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become . ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby accepts his appointment as the Stockholders’ Representative for all purposes of this Section 8 and the Escrow Agreement. 11.3 The Company Stockholders have agreed . Parent shall be entitled to pay certain out-of-pocket costs and expenses of deal exclusively with the Stockholders’ Representative on all matters relating to Section 8 and the Escrow Agreement, and shall be entitled to indemnifyrely 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, defend and hold harmless 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. (b) If the Stockholders’ Representative and shall die, become disabled or otherwise be unable to fulfill his affiliates and responsibilities as agent of the stockholders of the Company, then a majority-in-interest of the Entitled Holders (calculated based upon their respective Representatives contributions to the Initial Escrow Amount pursuant hereto) shall, within ten (10) days after such death or disability, appoint a successor representative reasonably satisfactory to Parent. Any such successor shall become the “Stockholders’ Representative” for certain lossespurposes of Section 8, liabilities the Escrow Agreement and expenses pursuant to this Section 10.1 of the Merger Agreement. 9.1. (c) The Stockholders’ Representative may from time to time deliver claims shall not be liable for any act done or omitted hereunder as Stockholders’ Representative while acting in good faith and in the absence of gross negligence. The Entitled Holders on whose behalf cash and/or share of Parent Common Stock were contributed to the Escrow Agent certifying Fund shall severally indemnify Stockholders’ Representative and itemizing hold Stockholders’ Representative harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of such Stockholders’ Representative and arising out of or in connection with the acceptance or administration of such Stockholders’ Representative’s duties hereunder, including the reasonable detail fees and expenses of any amounts legal counsel retained by such Stockholders’ Representative, as set forth in Section 9.1(e) below. (d) The Stockholders’ Representative shall be entitled to which rely upon any order, judgment, certificate, demand, notice, instrument or other writing delivered to it hereunder without being required to investigate the validity, accuracy or content thereof nor shall the Stockholders’ Representative be responsible for the validity or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 sufficiency of the Merger this Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2. In all questions arising under this Agreement, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from may rely on the Escrow Fund advice of counsel, and for anything done, omitted or suffered in good faith by delivering to the Stockholders’ Representative and/or his designees based on such advice, the Stockholders’ Representative shall not be liable to anyone. (e) The reasonable expenses incurred by the Stockholders’ Representatives while acting on behalf of the holders of Company Common Stock under the authorization granted in this Section 9.1 shall be borne by the Entitled Holders pro rata and shall be payable out of the Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal Fund prior to any payment to the aggregate amount Entitled Holders, but in all cases, after payment of such claimsany and all amounts owing to Parent.

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇▇▇ ▇▇▇▇▇ has been appointed by the Stockholders as the Stockholders’ Representativeagent and attorney-in-fact for each Stockholder, (i) to give and receive notices and communicationscommunications to the Purchaser for any purpose under this Agreement and the Additional Agreements, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, (ii) to agree to, negotiate, enter into settlements and compromises of, of and demand dispute resolution pursuant to Section 10 of the Merger Agreement arbitration and comply with orders of courts and awards of Arbitrator(s) arbitrators with respect to claims any disputes arising under or related to this Agreement, (iii) to act on behalf of Indemnitees hereunderStockholders 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 reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant . Such agency may be changed by the Stockholders from time to Section 10.1(ltime upon no less than twenty (20) of days prior written notice to the Merger Agreement shall automaticallyPurchaser; provided, without any further action or noticehowever, become 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 not be effective until written notice is delivered to the Purchaser. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive any compensation for her services. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from the Stockholders. The Stockholders’ Representative shall not be liable for any act done or omitted hereunder while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent or instruction of the Stockholders’ Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of this Agreement. 11.3 all of the Stockholders of the Company and shall be final, binding and conclusive upon each of the Stockholders. The Company Stockholders have agreed to pay certain out-of-pocket costs shall severally indemnify the Stockholders’ Representative and expenses hold her harmless against any loss, liability, or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and to indemnify, defend and hold harmless arising out of or in connection with the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 acceptance or administration of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreementher duties hereunder. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue (i) Each holder of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement Series A Preferred Stock hereby irrevocably constitutes and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ 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 give and receive notices and communications, exercise or abstain from exercising the rights granted to authorize delivery to Parent the holders of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution Series A Preferred Stock pursuant to Section 10 of 4(d), this Section 6 and Section 8 to the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary fullest extent permitted by law. Any action taken or appropriate in the reasonable judgment of not taken by the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to this Section 10.1(l6(b) shall 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 Merger Agreement 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 receipt and sufficiency of which is hereby acknowledged and shall automaticallybe 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, without any further action bankruptcy, death or notice, become the Stockholders’ Representative for all purposes incapacity of each holder of Series A Preferred Stock. The provisions of this Agreement. 11.3 The Company Stockholders have agreed Section 6(b) shall terminate with respect to pay certain out-of-pocket costs and expenses a holder of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger AgreementSeries A Preferred Stock once such holder no longer owns any Series A Preferred Stock. The Stockholders’ Representative may from time appoint one or more successor representatives to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2Representative, and subject to the retention approval of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect holders of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims a majority of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering Series A Preferred Stock then outstanding. (ii) Each holder of Series A Preferred Stock hereby irrevocably delegates all power and authority to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to exercise, on behalf of such holder of Series A Preferred Stock, any and all rights of such holder in respect of such Series A Preferred Stock pursuant to Section 4(d), this Section 6 and Section 8, including the granting of any waivers or the exercise of any consent, approval or voting rights or powers on behalf of such holder. (iii) The Stockholders’ Representative shall not, in the absence of bad faith, willful misconduct or gross negligence, have any liability to the aggregate amount holders of such claimsSeries A Preferred Stock whatsoever with respect to its actions, decisions and determinations, and shall be entitled to assume that all actions, decisions and determinations are fully authorized by each and every one of the holders of Series A Preferred Stock. The Corporation hereby agrees that the Stockholders’ Representative shall not, in its capacity as such, have any liability to the Corporation or any of its Affiliates whatsoever with respect to its actions, decisions or determinations.

Stockholders’ Representative. 11.1 By virtue of voting in favor of the adoption and approval of this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger Agreement or participating in the Escrow Contributors Merger and receiving the benefits thereof, including the right to receive Consideration Common Stock pursuant to this Agreement, or by executing and delivering a Letter of Transmittal in connection with the Transactions, each Indemnifying Stockholder shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement nominated, constituted and this Agreement appointed, and the appointment of does hereby irrevocably nominate, constitute and appoint ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇, as the representative, agent and true and lawful attorney in fact of the Indemnifying Stockholders, for all purposes in connection with this Agreement and the other Transaction Documents, with full power of substitution, to act in the name, place and stead of the Indemnifying Stockholders for purposes of executing any documents and taking any actions that the Stockholders’ Representative may, in the Stockholders’ Representative’s sole discretion, determine to be necessary, desirable or appropriate in connection with the Transactions. The Stockholders’ Representative shall be constituted and appointed as agent and attorney-in-fact for and on behalf of the Indemnifying Stockholders and shall have full power authority to represent, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement arbitration and comply with orders of courts and awards of Arbitrator(s) arbitrators with respect to claims of Indemnitees hereundersuch claims, to act on such Indemnifying Stockholders behalf with respect to the matters set forth in this Section 7, including giving and receiving all notices and communications to be given or received with respect to the matters set forth herein and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the interpretation of this Agreement and accomplishment of the foregoing. 11.2 Any successor . The Stockholders’ Representative appointed pursuant shall have no liability to Section 10.1(l) of the Merger Agreement shall automaticallyany Indemnifying Stockholders, without for any further action taken or noticenot taken, become decision made or instruction given by the Stockholders’ Representative for all purposes of in connection with this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of ; provided, however, that the Stockholders’ Representative and may be liable to indemnifythe Indemnifying Stockholders in the event of gross negligence, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreementfraud or intentional misconduct. The Stockholders’ Representative may also refrain from time to time deliver claims to taking any such actions in its sole discretion. Without limiting the Escrow Agent certifying and itemizing in reasonable detail any amounts to which generality of the foregoing, the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant shall have full power and authority to Section 10.1 interpret all the terms and provisions of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash this Agreement and to consent to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may beamendment hereof for, in respect the name and on behalf of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of all such claimsIndemnifying Stockholders and such successors.

Stockholders’ Representative. 11.1 By virtue (a) Orchestra Medical Ventures II, L.P., the Stockholder Representative, is hereby appointed as representative, attorney-in-fact and agent, with full power of the adoption of the Merger Agreement the Escrow Contributors shall be deemed substitution to have approved the indemnification provisions set forth act in the Merger Agreement name, place and this Agreement and the appointment stead of ▇▇▇▇ ▇▇▇▇▇ as the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and each Stockholder to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Stockholder Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes terms of this Agreement, and to act on behalf of each Stockholder in any amendment of or litigation or arbitration involving this Agreement or any Ancillary Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Stockholder Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated by this Agreement and the Ancillary Agreements; (ii) to negotiate, execute and deliver all statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement (it being understood that a Stockholder shall execute and deliver any such documents which the Stockholder Representative agrees to execute); (iii) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with the any claims under this Agreement, including service of process in connection with arbitration; and (iv) to take all actions or refrain from doing any further act or deed on behalf of the Stockholders which the Stockholder Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as a Company Stockholder could do if personally present. 11.3 The Company (b) Notwithstanding the enumerated powers granted to the Stockholder Representative in Section 10.1(a) above, the Stockholder Representative shall not have the power to: (i) waive the condition to the obligations of the Stockholders have agreed to pay certain outconsummate the transactions set forth in either Section 6.3(j) or Section 6.3(l); (ii) take any action that adversely affect the rights of the other Stockholder, including, without limitation, their legal and economic interests. (c) If the Stockholder Representative becomes unable to serve as Stockholder Representative, such other Person or Persons as may be designated by a majority-ofin-pocket costs and expenses interest of the Stockholders’ , shall succeed as the Stockholder Representative. (d) The Stockholder Representative shall not be held liable by any of the Stockholders for actions or omissions in exercising or failing to exercise all or any of the power and to indemnify, defend and hold harmless authority of the Stockholders’ Stockholder Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 this Agreement, except in the case of the Merger AgreementStockholder Representative’s gross negligence, bad faith or willful misconduct. The Stockholders’ Stockholder Representative may shall be entitled to rely on the advice of counsel, public accountants or other independent experts that it reasonably determines to be experienced in the matter at issue, and will not be liable to any Stockholder for any action taken or omitted to be taken in good faith based on such advice. The Stockholders will, severally and not jointly, indemnify (in accordance with their pro rata percentages) the Stockholder Representative from time to time deliver claims any losses arising out of its serving as the Stockholder Representative hereunder, except for losses arising out of or caused by the Stockholder Representative’s gross negligence, bad faith or willful misconduct. The Stockholder Representative is serving in his capacity as such solely for purposes of administrative convenience, and is not personally liable in such capacity for any of the obligations of the Stockholders hereunder, and the Purchaser and the Company agree that they will not look to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 personal assets of the Merger Agreement. 11.4 At Stockholder Representative, acting in such capacity, for the time satisfaction of any obligations to be performed by the Stockholders hereunder except to the extent of the distribution of any Escrow Shares Stockholder Representative’s gross negligence, bad faith or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimswillful misconduct.

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement Each Principal Stockholder hereby irrevocably constitutes and this Agreement and the appointment of appoints ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Stockholders’ Representative”), as such Principal Stockholder’s 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 and 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 Transaction as fully as such Principal Stockholder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ RepresentativeRepresentative shall be deemed to have been validly delivered to each Principal Stockholder, to give (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 receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofevery Principal Stockholder, and demand dispute resolution pursuant (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to Section 10 execute for and on behalf of each Principal Stockholder any amendment to this Agreement or any other agreement entered into in connection with this Agreement. 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 nor any agent employed by it shall incur any Liability to any Principal Stockholder by virtue of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary failure or appropriate in the reasonable judgment refusal of the Stockholders’ Representative for any reason to consummate the accomplishment 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 indemnify the foregoing. 11.2 Any successor Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative appointed pursuant Parties”) and to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become hold the Stockholders’ Representative for Parties harmless against any and all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and losses, Liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and to indemnifyarising out of or in connection with his duties as Stockholders’ Representative, defend including the reasonable costs and hold harmless expenses incurred by the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail defending against any amounts to which the Stockholders’ Representative claim or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger AgreementLiability in connection herewith. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 (a) In order to efficiently administer the transactions contemplated hereby, including (i) the waiver of any condition to the obligation of ChannelHealth to consummate the transactions contemplated hereby, (ii) any adjustment in the Cash Reserves (as defined in Section 5.1(d) below) pursuant to Article V, (iii) the ability to consent, approve and agree on behalf of the holders of ChannelHealth Stock at the Effective Time (the "ChannelHealth Stockholders") to the calculation of the Earnout Revenue pursuant to Article III and (iv) the orderly distribution of the ChannelHealth Merger Consideration and, if applicable, the Earnout Shares from Parent to the ChannelHealth Stockholders, the ChannelHealth Stockholders (other than IDX) hereby designate IDX as their representative (in such capacity, the "Stockholders' Representative") in the manner described in Section 2.6(d) below. (b) The ChannelHealth Stockholders hereby authorize the Stockholders' Representative (i) to make all decisions on behalf of the ChannelHealth Stockholders relating to any adjustment in the Cash Reserves pursuant to Section 4.2, (ii) to make all decisions and grant all consents and approvals on behalf of the ChannelHealth Stockholders relating to the calculation of the Earnout Revenue and any distribution of Earnout Shares pursuant to Article III, (iii) to take all action necessary in connection with the waiver of any condition to the obligation of ChannelHealth to consummate the transactions contemplated hereby, (iv) to determine the ChannelHealth Stockholders to whom ChannelHealth Merger Consideration shall be distributed the amount of consideration to be so distributed, and the address of such ChannelHealth Stockholders, (v) to give and receive all notices required to be given under this Agreement and (vi) to take any and all additional action as is contemplated to be taken by or on behalf of the ChannelHealth Stockholders by the terms of this Agreement. (c) All decisions and actions by the Stockholders' Representative shall be binding upon all of the ChannelHealth Stockholders and no ChannelHealth Stockholder shall have the right to object, dissent, protest or otherwise contest the same. (d) By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment approval of ▇▇▇▇ ▇▇▇▇▇ as the ChannelHealth Merger by the ChannelHealth Stockholders at a meeting of the ChannelHealth Stockholders (or by written consent in lieu of a meeting) pursuant to, and in accordance with, the applicable provisions of the DGCL, each ChannelHealth Stockholder that is not a holder of ChannelHealth Dissenting Shares hereby agrees that: (i) Parent shall be able to rely conclusively on the instructions and decisions of the Stockholders’ Representative, ' Representative as to give and receive notices and communications, any actions required or permitted to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from be taken by the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees Stockholders' Representative hereunder, and no party hereunder shall have any cause of action against Parent or Allscripts to take all actions necessary the extent the Parent has relied upon the instructions or appropriate in the reasonable judgment decisions of the Stockholders’ Representative for the accomplishment of the foregoing.' Representative; 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l(ii) of the Merger Agreement shall automaticallyall actions, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs decisions and expenses instructions of the Stockholders’ ' Representative shall be conclusive and to indemnify, defend binding upon all of the ChannelHealth Stockholders and hold harmless no ChannelHealth Stockholder shall have any cause of action against the Stockholders’ ' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Representative; (iii) the provisions of this Section 2.6 are independent and his affiliates severable, are irrevocable and their respective Representatives for certain lossescoupled with an interest and shall be enforceable notwithstanding any rights or remedies that any ChannelHealth Stockholder may have in connection with the transactions contemplated by this Agreement; (iv) the provisions of this Section 2.6 shall be binding upon the executors, liabilities heirs, legal representatives, personal representatives, successor trustees, and successors of each ChannelHealth Stockholder, and any references in this Agreement to a ChannelHealth Stockholder or the ChannelHealth Stockholders shall mean and include the successors to the ChannelHealth Stockholders' rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise; and (v) All fees and expenses pursuant incurred by the Stockholders' Representative shall be paid by the ChannelHealth Stockholders (other than holders of ChannelHealth Dissenting Shares) in proportion to Section 10.1 their ownership of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims ChannelHealth Stock immediately prior to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger AgreementEffective Time. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue (a) To administer efficiently the rights and obligations of the adoption former stockholders of the Merger Agreement Company under this Agreement, the Escrow Contributors shall be deemed to former stockholders of the Company have approved the indemnification provisions set forth in the Merger Agreement designated and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ appointed Mr. Bart A. M. van Hedel, as the Stockholders’ Representative (the “Stockholders’ Representative”), to give serve as their agent and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from attorney in fact for the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(slimited purposes set forth in this Agreement. (b) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of Mr. Bart A. M. van Hedel shall serve as the Stockholders’ Representative for until such person resigns or is otherwise unable or unwilling to serve. If the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative shall resign or otherwise become unable or unwilling to serve, then a successor representative shall be appointed pursuant to Section 10.1(l) by the departing Stockholders’ Representative or if such person is not available, by majority vote of the Merger Agreement former stockholders of the Company. The substitute Stockholders’ Representative shall automatically, without any further action or notice, become provide prompt written notice to the Parent and the former stockholders of the Company of such change and such substituted representative shall then be deemed to be the sole Stockholders’ Representative for all purposes of this Agreement. Any substitute Stockholders’ Representative shall execute an acceptance of such appointment, which shall be included in the written notice to the Parent and the former stockholders of the Company of the change in Stockholders’ Representative. 11.3 (c) The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses duties of the Stockholders’ Representative shall be only those which are specifically provided in this Agreement and to indemnifythe agreement appointing the Stockholders’ Representative, defend and hold harmless the Stockholders’ Representative shall not be personally liable for actions or decisions taken or made in good faith in managing or discharging his duties and his affiliates responsibilities in accordance with the terms hereof and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of thereof. (d) To the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which extent that the Stockholders’ Representative incurs costs or his affiliates or their respective Representatives expenses in the exercise of its office, any amounts remaining in the Stock Escrow subsequent to the Claims Period and that are entitled pursuant not subject to Section 10.1 any claim that has been made prior to the end of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash Claims Period shall be used first to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of reimburse the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering for such costs and expenses and then disbursed to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount former holders of such claimsCompany Common Stock.

Stockholders’ Representative. 11.1 By virtue (a) Stockholders’ Representative is hereby designated to serve as the representative of the adoption of Company Stockholders and Vested Option Holders with respect to the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions matters expressly set forth in Section 9.16(b) and with respect to the Merger Agreement and matters otherwise set forth in this Agreement and to be performed by Stockholders’ Representative. Should the appointment initial Stockholders’ Representative resign or be unable to serve, Company Stockholders holding immediately prior to the Closing more than thirty- five percent (35%) of ▇▇▇▇ ▇▇▇▇▇ the Common Stock on a fully diluted basis shall be entitled to designate a single substitute agent (subject to Parent’s approval, not to be unreasonably withheld) to serve as the successor Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement who shall automatically, without any further action or notice, become the be Stockholders’ Representative for all purposes thereafter. If more than one proposed substitute Stockholders’ Representative is approved by more than thirty-five percent (35%) of the Common Stock on a fully diluted basis, then the proposed replacement with the highest approval percentage shall be the substitute Stockholders’ Representative. The appointment of such successor, in any case, shall be effective on the date of Stockholders’ Representative’s resignation or incapacity or, if later, the date on which such successor is appointed. (b) Each Company Stockholder, by his, her or its approval of the Merger and the submission of a Letter of Transmittal, and each Vested Option Holder, by his, her or its acceptance of any portion of the Merger Consideration, ratifies the appointment of Stockholders’ Representative as the agent, proxy and attorney-in-fact for such Company Stockholder or Vested Option Holder for all purposes of this Agreement. 11.3 The , including the full power and authority on such Company Stockholders have agreed Stockholder’s or Vested Option Holder’s behalf: (i) to consummate the transactions contemplated herein and any post-Closing matters, including making decisions and taking any action with respect to the matters set forth in Section 2.9; (ii) to pay certain out-of-pocket costs such Company Stockholder’s or Vested Option Holder’s expenses incurred in connection with the negotiation and expenses performance of this Agreement (whether incurred on or after the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 date of the Merger this Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.);

Stockholders’ Representative. 11.1 By virtue (a) Upon approval of this Agreement by the stockholders of the adoption Company in accordance with the DGCL and the Organizational Documents of the Merger Agreement Company and the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement execution and delivery of this Agreement by the Company, Buyer and the appointment of ▇▇▇▇ ▇▇▇▇▇ as the Stockholders’ Representative, to give each Securityholder without any further action thereby, irrevocably hereby consents, designates and receive notices appoints the Stockholders’ Representative, including any replacement of the Stockholders’ Representative, as such Securityholder’s agent and communicationsattorney-in-fact, with full power and authority in the name of and for and on behalf of such Securityholder, to authorize delivery serve as the Stockholders’ Representative under this Agreement and to Parent of Escrow Shares, Escrow Cash exercise the power and authority granted to or other property from required by the Stockholders’ Representative hereunder or under the Escrow FundAgreement to take actions contemplated hereby and thereby, all such actions being deemed to constitute facts ascertainable outside of this Agreement and shall be binding on each of the Securityholders. No bond shall be required of the Stockholders’ Representative. The Stockholders’ Representative is 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 object 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 deliveries, capacity pursuant hereto or thereto and to agree to, negotiate, enter into settlements do or refrain from doing all such further acts and compromises ofthings, and demand dispute resolution pursuant to Section 10 of execute all such documents as the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions Stockholders’ Representative shall deem necessary or appropriate in connection with the reasonable judgment transactions contemplated by this Agreement and the Ancillary Agreements. All decisions, acts, consents or instructions of the Stockholders’ Representative for may be relied upon by any third party as being the accomplishment decision, act, consent or instruction of every Securityholder and shall be final conclusive and binding upon each Securityholder. In the event of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automaticallydeath, without any further action physical or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses 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 event of the death or disability of any Stockholder) shall promptly appoint a substitute Stockholders’ Representative reasonably acceptable to Buyer and shall notify Buyer and Escrow Agent of such action. As between the Stockholders’ Representative and the Securityholders, the Stockholders’ Representative shall not be liable for, and shall be indemnified by the Securityholders against any good faith error of judgment on the Stockholders’ Representative’s part or for any other act done or omitted by it in good faith in connection with the Stockholders’ Representative’s duties as Stockholders’ Representative, except for willful misconduct. The immunities and rights to indemnification shall survive the resignation or removal of the Stockholders’ Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (b) Certain Securityholders will enter into a letter agreement with the Stockholders’ Representative to provide direction to the Stockholders’ Representative in connection with the performance of its services under this Agreement and the Escrow Agreement (such Securityholders, including their individual representatives, hereinafter referred to as the “Advisory Group”). As between the Stockholders’ Representative and the Securityholders, neither the Stockholders’ Representative (together with its members, managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group (collectively, the “Representative Group”), shall be liable for any good faith error of judgment on the part of the Stockholders’ Representative or for any other act done or omitted by it in good faith in connection with Stockholders’ Representative’s duties as stockholders’ representative, except for willful misconduct. The Securityholders shall indemnify, defend and hold harmless the Representative Group from and against any and all losses, claims, damages, liabilities, fees, costs, expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (collectively, the “Representative Expenses”) incurred without gross negligence or willful misconduct on the part of the Representative Group and arising out of or in connection with the acceptance or administration of its duties hereunder. (c) Such Representative Expenses may be recovered first from the Representative Fund, second, from any distribution of the Escrow Fund otherwise distributable to the Securityholders at the time of distribution, and third, directly from the Securityholders based on their respective Pro Rata Shares. The Securityholders acknowledge that the Stockholders’ Representative and his affiliates and their respective Representatives for certain lossesshall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, liabilities and expenses pursuant to Section 10.1 rights, duties or privileges or administration of the Merger AgreementStockholders’ Representative’s duties. The Stockholders’ Representative may will hold the Representative Fund as agent and for the benefit of the Securityholders in a segregated client account, separate from time its corporate funds and will not voluntarily make such funds available to time deliver claims to its creditors in the Escrow Agent certifying event of bankruptcy. The Stockholders’ Representative is not providing any investment supervision, recommendations or advice. The Stockholders’ Representative shall have no responsibility or liability for any loss of principal of the Representative Fund other than as a result of its gross negligence or willful misconduct. Stockholders’ Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Fund, and itemizing has no tax reporting or income distribution obligations hereunder. The Representative Fund will be held or disbursed, in reasonable detail any amounts to which whole or in part, as determined in good faith by the Stockholders’ Representative. The retention by the Stockholders’ Representative of any amounts in the Representative Fund shall not be used as evidence that the Securityholders have any obligation hereunder. The Stockholders’ Representative shall be permitted to make any disbursements of amounts in the Representative Fund in the amounts and at the times that it determines in good faith. (d) As soon as reasonably determined by the Stockholders’ Representative that the Representative Fund will be released by the Stockholders’ Representative, the Stockholders’ Representative shall be permitted to either (i) distribute the Representative Fund Consideration to the Securityholders or his affiliates or their respective Representatives are entitled pursuant (ii) deposit the Representative Fund with the Exchange Agent, if then still engaged to Section 10.1 handle disbursements of Merger Consideration, for further distribution to the Securityholders. At least thirty (30) days prior to the Representative Fund Release Date, the Stockholders’ Representative shall provide Buyer with written notice setting forth the remaining balance of the Merger Agreement. 11.4 At Representative Fund and the time amount of the distribution of Representative Fund Consideration payable to each Securityholder, including each Employee Option Holder and Former Employee Option Holder (without accounting for any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject reduction to the retention Representative Fund Consideration for any Post-Closing Related Payroll Taxes). Within fifteen (15) days of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims Buyer’s receipt of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to Representative’s written notice, Buyer shall provide the Stockholders’ Representative and/or his designees Escrow Shares having with written notice setting forth: (A) the amount of Post-Closing Related Payroll Taxes to be withheld from the Representative Fund and paid to Buyer (or any Acquired Company designated by Buyer) on the Representative Fund Release Date, (B) the portion of the Representative Fund Consideration payable to each Employee Option Holder who remains an aggregate Agreement Conversion Price and/or Escrow Cash equal employee of any Acquired Company as of the date of such notice, and (C) the amount of Tax withholding attributable to the aggregate payment of the portion of the Representative Fund Consideration due to each Former Employee Option Holder and each Employee Option Holder who is no longer an employee of any Acquired Company as of the date of such notice. On the Representative Fund Release Date, the Stockholders’ Representative shall: (x) pay to the Buyer (or any designated Acquired Company) the amount of the Post-Closing Related Payroll Taxes designated by Buyer in such claimswritten notice, such amount to be for the benefit and account of Buyer and the Acquired Companies, (y) deposit with Buyer (or any Acquired Companies designated by Buyer) the amount of the Representative Fund Consideration to be paid to the Employee Option Holders (as set forth in Buyer’ notice) who remain employees of any Acquired Company on the date of such notice, such amount to be disbursed by the relevant Acquired Company to the Employee Option Holders through such Acquired Company’s payroll process, and (z) deposit with Buyer (or any Acquired Companies designated by Buyer) the Tax withholding amounts (as set forth in Buyer’s notice) attributable to the payment of the Representative Fund Consideration due to each Former Employee Option Holder and each Employee Option Holder who is no longer an employee of any Acquired Company as of the date of such notice, such amounts to be remitted by the relevant Acquired Company to the applicable Tax Authorities. (e) The authority conferred under this Section 12.1 is an agency coupled with an interest and, to the extent permitted by applicable laws, all authority, powers, immunities and rights to indemnification conferred hereby are irrevocable and not subject to termination by any Securityholder or by operation of law, whether by the death or incapacity of any of the Securityholders, the termination of any trust or estate, in the event of bankruptcy or liquidation of any Securityholder, assignment of the whole or any fraction of his, her or its interest in the Escrow Fund or the Representative Fund, or the occurrence of any other event. If any Securityholder should die or become incapacitated, if any trust or estate of any of the above should be terminated, in the event of bankruptcy or liquidation of any Securityholder or assignment of the whole or any fraction of his, her or its interest in the Escrow Fund or the Representative Fund, or if any other event shall occur, any action taken by Stockholders’ Representative pursuant to this Section 12.1 shall be valid as if such death or incapacity, termination, bankruptcy or liquidation, assignment or other event had not occurred, regardless of whether or not Stockholders’ Representative or Buyer shall have received notice of such death, incapacity, termination, bankruptcy or liquidation, assignment or other event.

Stockholders’ Representative. 11.1 By virtue (i) Each holder of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement Series B Preferred Stock hereby irrevocably constitutes and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ 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 give and receive notices and communications, exercise or abstain from exercising the rights granted to authorize delivery to Parent the holders of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution Series B Preferred Stock pursuant to this Section 10 6 (other than any amendments that are either (i) adversely disproportionate to holders of the Merger Agreement and comply with orders Series B Preferred Stock as compared to other holders of courts and awards the Series B Preferred Stock or (ii) adversely affect the definition of Arbitrator(sCash Dividend Rate or Accumulated Dividend Rate or the redemption required by Section 7(a)(ii)) with respect to claims of Indemnitees hereunder, and to take all actions necessary the fullest extent permitted by law. Any action taken or appropriate in the reasonable judgment of not taken by the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to this Section 10.1(l6(b) shall 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 Merger Agreement 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 receipt and sufficiency of which is hereby acknowledged and shall automaticallybe 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, without any further action bankruptcy, death or notice, become the Stockholders’ Representative for all purposes incapacity of each holder of Series B Preferred Stock. The provisions of this Agreement. 11.3 The Company Stockholders have agreed Section 6(b) shall terminate with respect to pay certain out-of-pocket costs and expenses a holder of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger AgreementSeries B Preferred Stock once such holder no longer owns any Series B Preferred Stock. The Stockholders’ Representative may from time appoint one or more successor representatives to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2Representative, and subject to the retention approval of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect holders of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims a majority of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering Series B Preferred Stock then outstanding. (ii) Each holder of Series B Preferred Stock hereby irrevocably delegates all power and authority to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow to exercise, on behalf of such holder of Series B Preferred Stock, any and all rights of such holder in respect of such Series B Preferred Stock pursuant to this Section 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 equal Dividend Rate or Accumulated Dividend Rate or the redemption required by Section 7(a)(ii)), including the granting of any waivers or the exercise of any consent, approval or voting rights or powers on behalf of such holder. (iii) The Stockholders’ Representative shall not, in the absence of bad faith, willful misconduct or gross negligence, have any liability to the aggregate amount holders of such claimsSeries B Preferred Stock whatsoever with respect to its actions, decisions and determinations, and shall be entitled to assume that all actions, decisions and determinations are fully authorized by each and every one of the holders of Series B Preferred Stock. The Corporation hereby agrees that the Stockholders’ Representative shall not, in its capacity as such, have any liability to the Corporation or any of its Affiliates whatsoever with respect to its actions, decisions or determinations.

Stockholders’ Representative. 11.1 By virtue of (a) The Company hereby appoints, and the adoption of the Merger Agreement the Escrow Contributors Company's stockholders shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as appoint, the Stockholders’ ' Representative, with full and unqualified power to give and receive notices and communicationsdelegate to one or more Persons the authority granted to him hereunder, to authorize delivery to Parent act as each of Escrow Sharestheir agent and attorney-in-fact, Escrow Cash or other property from the Escrow Fundwith full power of substitution, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary called for by this Section 7 and the Escrow Agreement and, if applicable, the Tax Escrow Agreement, on their individual and collective behalf, in accordance with the terms of this Section 7 and the Escrow Agreement and, if applicable, the Tax Escrow Agreement. (b) The Stockholders' Representative shall have no liability whatsoever to any existing or appropriate former stockholder of the Company or to any other Person arising out of the matters contemplated by this Section 7 or the Escrow Agreement or, if applicable, the Tax Escrow Agreement, except only to the extent of any Loss caused exclusively by the Stockholders' Representative's willful misconduct or bad faith. In any event, any such liability shall be limited to direct damages resulting from such conduct and in no event shall the reasonable judgment Stockholders' Representative be liable for special, incidental or consequential damages incurred or suffered by any Person. The Stockholders' Representative shall incur no liability to any existing or former stockholder of the Company or to any other Person with respect to any action taken or suffered by him in reliance upon any note, direction, instruction, consent, statement or other documents believed by him to be genuine and duly authorized. The Stockholders' Representative may, in all questions arising under the Escrow Agreement and, if applicable, the Tax Escrow Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Stockholders' Representative based on such advice, the Stockholders' Representative shall not be liable to any existing or former stockholder of the Company or to any other Person. (c) In the event of the death or permanent disability of the Stockholders’ ' Representative, or his resignation, a successor Stockholders' Representative for the accomplishment shall be appointed by a majority vote of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(lholders (other than Siemens and its subsidiaries) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses outstanding capital stock of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims Company immediately prior to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative Effective Time, with each such stockholder (or his affiliates or their respective Representatives are entitled pursuant her successors or assigns) to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash be given a vote equal to the aggregate amount number of votes represented by the shares of capital stock of the Company held by such claimsstockholder immediately prior to the Effective Time.

Stockholders’ Representative. 11.1 By virtue of the adoption (a) Upon approval of the Merger and this Agreement by the Escrow Contributors shall Stockholders, each Stockholder will be deemed to have approved irrevocably appointed ComVest Investment Partners II LLC, as its, his or her true and lawful attorney-in-fact and agent (the “Stockholders’ Representative”), each with full power of substitution or resubstitution, to act solely and exclusively on behalf of such Stockholder with respect to the transactions contemplated by this Agreement, including the Merger, and to act on behalf of such Stockholder in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as the Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated hereby, including the power: (i) to act for such Stockholder with regard to matters pertaining to indemnification provisions set forth referred to in this Agreement, including the Merger Agreement power to compromise any indemnity claim on behalf of such Stockholder; (ii) to act for such Stockholder with regard to matters pertaining to litigation; (iii) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that the Stockholders’ Representative deems necessary or appropriate; (iv) to receive funds, make payments of funds, and give receipts for funds; (v) to receive funds for the payment of expenses of such Stockholder and apply such funds in payment for such expenses; (vi) to do or refrain from doing any further act or deed on behalf of such Stockholder that the Stockholders’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and the completely as such Stockholder could do if personally present; and (vii) to receive service of process in connection with any claims under this Agreement. (b) The appointment of ▇▇▇▇ ▇▇▇▇▇ the Stockholders’ Representative shall be deemed coupled with an interest and shall be irrevocable, and Buyer, Merger Subsidiary and Surviving Corporation and any other person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholders’ Representative in all matters referred to herein. Any notices required to be made or delivered to the Company or any of the Stockholders shall be made to the Stockholders’ Representative and shall discharge in full all notice requirements, as applicable, to such Stockholder and/or the Company with respect thereto. By their appointment of the Stockholders’ Representative, the Stockholders thereby confirm all that the Stockholders’ Representative shall do or cause to give and receive notices and communications, to authorize delivery to Parent be done by virtue of Escrow Shares, Escrow Cash or other property from his appointment as the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 representatives of the Merger Stockholders hereunder. The Stockholders’ Representative shall act for the Stockholders on all of the matters set forth in this Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment manner the Stockholders’ Representative believes to be in the best interest of the Stockholders and consistent with the obligations of the Stockholders under this Agreement, but the Stockholders’ Representative shall not be responsible to any Stockholder for any damages which the Stockholders may suffer by the performance of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of Representative’s duties under this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses , other than damages arising from willful violation of applicable law or gross negligence in the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 performance of the Merger such duties under this Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying shall not have any duties or responsibilities except those expressly set forth in this Agreement, and itemizing in reasonable detail any amounts to which no implied covenants, functions, responsibilities, duties or liabilities shall be read into this Agreement or shall otherwise exist against the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger AgreementRepresentative. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue (a) The Stockholders hereby appoint the Stockholders' Representative to act as the sole agent of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth Stockholders in the Merger Agreement and connection with this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as Escrow Agreement with the powers and duties described herein and under the Escrow Agreement. (b) The Stockholders hereby grant the Stockholders’ Representative, ' Representative the authority to: (i) dispute or to give and receive notices and communications, refrain from disputing any objection by Acquisition Sub to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution Closing Working Capital Statement pursuant to Section 10 2.6(b) of this Agreement or any claim made by Acquisition Sub under the Merger Escrow Agreement or Article VIII of this Agreement; (ii) negotiate and compromise any objection or dispute which may arise under, and to exercise or refrain from exercising remedies available under, Section 2.6(b) or Article VIII of this Agreement or the Escrow Agreement and comply with orders of courts and awards of Arbitrator(s) to sign any releases or other documents with respect to claims such objection, dispute or remedy, (iii) waive any condition contained in Section 2.6(b), Section 7.2 or Article VIII of Indemnitees hereunderthis Agreement or in the Escrow Agreement, (iv) give any and all consents under Section 2.6(b) or Article VIII of this Agreement or under the Escrow Agreement, and to take all actions (v) do such things and refrain from doing such things as shall be necessary or appropriate in to carry out the reasonable judgment provisions of this Agreement or of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Escrow Agreement. The Stockholders’ ' Representative shall be authorized to act, notwithstanding any dispute or disagreement among the Stockholders, and Acquisition Sub shall be entitled to rely on any and all action taken by the Stockholders' Representative under this Agreement or under the Escrow Agreement without any liability to, or obligation to inquire of, any of the Stockholders. The Stockholders' Representative may resign at any time, effective upon the designation, by the Stockholders representing a majority in interest of the Stockholders based on their proportionate interest in the Acquisition Sub's Stock received at Closing, of a substitute Stockholders' Representative and the delivery of a notice to such effect to Acquisition Sub. The Stockholders' Representative may decline to exercise the authority granted to him or her hereunder in the absence of express instructions from all or any portion determined by him or her to be appropriate of the Stockholders or until he or she is satisfied that any expenses to be incurred by him or her in connection with any such action will be paid or reimbursed by the Stockholders. The Stockholders representing a majority in interest of the Stockholders based on their proportionate interest in the Parent Common Stock received at Closing, may at any time remove the Stockholders' Representative and designate a replacement Stockholders' Representative, in which case, notice of such removal and replacement shall be given to time deliver claims Acquisition Sub and to the Escrow Agent certifying and itemizing Agent. The Stockholders' Representative while acting strictly in reasonable detail any amounts to which the his/her capacity as Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash ' Representative, shall have no liability whatsoever to any Escrow Contributors pursuant to Section 8.1 Stockholder other than for gross negligence or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims willful misconduct. The authority of the Stockholders’ ' Representative submitted pursuant provided in this Agreement shall be effective until the rights and obligations of the Stockholders under this Agreement terminate by virtue of the termination of any and all rights and obligations of the Stockholders to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimsAcquisition Sub under this Agreement.

Stockholders’ Representative. 11.1 By (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 adoption of this Agreement and the Escrow Contributors approval of the Merger and 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 (the “Stockholders’ Representative”) as his, her or its representative for purposes of this Agreement. The Participating Holders and their respective successors shall be deemed to have approved approved, and shall be bound by, any and all actions taken by the indemnification provisions set forth in the Merger Agreement and Stockholders’ Representative on their behalf under or otherwise relating to this Agreement and the appointment other documents contemplated hereby and the transactions contemplated hereunder and thereunder as if such actions were expressly ratified and confirmed by each of ▇▇▇▇ ▇▇▇▇▇ as them in writing. In the event any Stockholders’ Representative is unable or unwilling to serve or shall resign, a successor Stockholders’ Representative shall be selected by the holders of a majority of the shares of Company Common Stock outstanding immediately prior to the Closing. A Stockholders’ Representative may not resign, except upon 30 days prior written notice to Parent and Merger 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 give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash be the executor or other property from representative of such Stockholders’ Representative’s estate) and Parent and Merger Sub shall be notified promptly of such appointment by the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 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 Merger original Stockholders’ Representative under this Agreement and comply with orders of courts (ii) Parent and awards of Arbitrator(sMerger Sub have consented to the proposed successor Stockholders’ Representative (such consent not to be unreasonably withheld or delayed). Each successor Stockholders’ Representative shall have all the power, rights, authority and privileges hereby conferred upon the original Stockholders’ Representative. (b) with respect Parent and Merger Sub shall be entitled to claims of Indemnitees hereunderrely upon any actions, and to take all actions necessary communication or appropriate in the reasonable judgment of writings taken, given or executed by the Stockholders’ Representative for the accomplishment on behalf of the foregoing. 11.2 Any successor Stockholders’ Representative appointed Participating Holders. After the Closing, all communications or writings to be sent to the Participating Holders pursuant to Section 10.1(l) of the Merger this Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed may be addressed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The adoption and approval of this Agreement by the holders of the Company Stock shall constitute the consent and agreement of each of the Stockholders that the Stockholders’ Representative is authorized to accept deliveries, including any notice, on behalf of each holder of Company Stock pursuant hereto. (c) The Stockholders’ Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Participating Holder, with full power of substitution in such holder’s name and on such holder’s behalf to act according to the terms of this Agreement and the other documents contemplated hereby in the absolute discretion of the Stockholders’ Representative; and in general to do all things and to perform all acts including, without limitation, executing and delivering all agreements, certificates, receipts, instructions, notices and other instruments contemplated by or deemed advisable in connection with this Agreement and the other documents contemplated hereby, including without limitation Article IX hereof. This power of attorney and all authority hereby conferred is granted in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any Participating Holder or operation of law, whether by such holder’s death or disability or by any other event. (d) The Stockholders’ Representative hereby agrees to serve as the Stockholders’ Representative in accordance with the applicable terms hereof and to be bound by such terms. (e) The Stockholders’ Representative will incur no liability of any kind with respect to any action or omission by the Stockholders’ Representative in connection with the Stockholders’ Representative’s services pursuant to this Agreement, the Escrow Agreement and that certain Acquiom M&A Payments Agreement (the “Acquiom Payments Agreement”) to be entered into at or prior to Closing by and among Acquiom Administration LLC (the “Payments Administrator”), the Stockholders’ Representative and the Company, except in the event of liability directly resulting from the Stockholders’ Representative’s gross negligence or willful misconduct. The Participating Holders will severally (based on each Participating Holder’s Pro Rata Proportion but not jointly indemnify, defend and hold harmless the Stockholders’ Representative from and his affiliates against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their respective Representatives for certain lossesstaffs and all expense of document location, liabilities duplication and expenses pursuant shipment) (collectively, “Representative Losses”) arising out of or in connection with the Stockholders’ Representative’s execution and performance of this Agreement, the Escrow Agreement and the Acquiom Payments Agreement, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to Section 10.1 have been directly caused by the gross negligence or willful misconduct of the Merger Agreement. The Stockholders’ Representative, the Stockholders’ Representative may from time to time deliver claims will reimburse the Participating Holders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholders’ Representative by the Participating Holders, any such Representative Losses may be recovered by the Stockholders’ Representative (i) first, from the funds in the Expense Fund, (ii) second, solely to the extent the remaining funds available to the Stockholders’ Representative in the Expense Fund are insufficient, from either (A) the amounts in the Escrow Agent certifying Fund at such time as remaining amounts would otherwise be distributable to the Participating Holders or (B) any future contingent consideration at such time as any such amounts would otherwise be distributable to the Participating Holders, and itemizing (iii) third, solely to the extent the remaining funds in reasonable detail the Expense Fund are insufficient and there are insufficient funds immediately available to the Stockholders’ Representative from the Escrow Fund and/or contingent consideration, from the Participating Holders directly; provided, that while this section allows the Stockholders’ Representative to be paid from the Expense Fund, the Escrow Fund and any amounts other future contingent consideration, this does not (i) require the Stockholders’ Representative to which wait for future releases of funds from the Escrow Fund or future payments of contingent consideration before recovering directly from the Participating Holders, (ii) relieve the Participating Holders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, or (iii) 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 Participating Holders or otherwise. The Participating Holders acknowledge and agree that the limitations set forth in Section 9.5 are not applicable to the indemnification provided in this Section 2.3(e), and that the foregoing indemnities will survive the resignation or removal of the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 the termination of the Merger this Agreement. 11.4 At (f) Upon the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent IndemniteesClosing, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering Company will wire to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate amount of US$250,000 (the “Expense Fund”). The Participating Holders will 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. Within five (5) business days after the completion of the Stockholders’ Representative’s responsibilities under this Agreement Conversion Price and/or Escrow Cash subject to the payment provisions in Section 1.9 in the case of payments to holders of Company Options, the Stockholders’ Representative shall deposit by wire transfer in immediately available funds, pursuant to an Allocation Certificate: (i) with the Payments Administrator an amount of cash equal to the aggregate portion of the then balance of the Expense Fund payable to Participating Holders for whom the payment of the balance of the Expense Fund is not subject to wage or payroll tax withholding; and (ii) with the Surviving Corporation’s (or other Affiliate’s (at the direction of Parent)) payroll agent an amount of cash equal to the portion of the then remaining balance of the Expense Fund payable to Participating Holders for whom the payment of the balance of the Expense Fund is subject to wage or payroll tax withholding. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Participating Holders at the time of Closing and shall be subject to wage withholding as if paid to such claimsParticipating Holders on the Closing Date to the extent wage withholding is required by law; provided, that notwithstanding anything herein to the contrary, neither the Stockholders’ Representative nor the Payments Administrator shall be responsible for any wage withholding or related calculations or determinations.

Stockholders’ Representative. 11.1 By virtue (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 adoption 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 foregoing limitations and the Contribution Agreement referred to in Section 8.14 below, the Stockholders Representative shall have full power and authority, on behalf of each Stockholder and such Stockholder’s successors and assigns, to interpret the terms and provisions of this Agreement and each other Transaction Document, to dispute or fail to dispute any Claim under this Agreement or any other Transaction Document, to negotiate and compromise any dispute that may arise under this Agreement or any other Transaction Document and to sign any releases or other documents with respect to any such dispute; provided that the Stockholders Representative shall not, without the consent of all the affected Stockholders (which consent shall not be unreasonably 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. (b) Notwithstanding the foregoing, the Buyer shall be entitled to rely on any actions taken by the Stockholders Representative as the actions of all of the Merger Stockholders as if expressly ratified and confirmed in writing by each of them, and no Stockholder shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Stockholders Representative. (c) If, for any reason, the Stockholders Representative named in this Agreement is unable to serve as such, or while serving as such he or she resigns, the Escrow Contributors shall Stockholders holding at least a majority of the Shares immediately prior to the Closing will select in writing a substitute Stockholders Representative, who must be (i) one of the individuals identified as an officer or director of the Company on Schedule 4.2(i), or (ii) an individual who is otherwise reasonably familiar with the Transactions and the operations of the Company. Upon selection of any substitute Stockholders Representative, the Stockholders will provide prompt written notice thereof to the Buyer. If, for any reason, there is no Stockholders Representative at any time, all references in this Agreement to the Stockholders Representative will be deemed to have approved refer to the indemnification Stockholders holding at least a majority of the Shares immediately prior to the Closing. (d) In performing any of his or her duties under this Agreement or upon the claimed failure to perform his or her duties under this Agreement, the Stockholders Representative will not be liable to the Stockholders or the Buyer or any of its Affiliates for any Damages that the Stockholders or the Buyer or any such Affiliates may incur as a result of any act, or failure to act, by the Stockholders Representative under this Agreement, except to the extent that a court of competent jurisdiction finally determines that such Damages were the result of the gross negligence or willful misconduct of the Stockholders Representative. The limitation of liability provisions set forth in of this Section 8.9(d) shall survive the Merger Agreement and termination of this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash any resignation or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 termination of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoingStockholders Representative. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue (a) In order to efficiently administer certain matters contemplated hereby following the Closing, including the defense or settlement of any claims for which Parent Indemnitees may be entitled to indemnification pursuant to Section 9, by the adoption of this Agreement, the Merger Agreement the Escrow Contributors Company Indemnitors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of designated ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as the representative of the Company Indemnitors for the purposes of this Agreement and the Escrow Agreement (the “Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from ”). (b) In the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of event the Stockholders’ Representative for dies, becomes unable to perform his or her responsibilities hereunder or resigns from such position, the accomplishment Company Indemnitors who hold a majority in interest of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant Escrow Fund at such time shall be authorized to Section 10.1(l) of the Merger Agreement and shall automatically, without any further action or notice, become the select another representative to fill such vacancy and such substituted representative shall be deemed to be a Stockholders’ Representative for all purposes of this AgreementAgreement and the documents delivered pursuant hereto. 11.3 (c) All decisions and actions by the Stockholders’ Representative pursuant to this Agreement or the Escrow Agreement, including any agreement between the Stockholders’ Representative and Parent relating to the defense or settlement of any claims for which Parent or the Surviving Company may be entitled to indemnification pursuant to Section 9, shall be binding upon all of the Company Indemnitors, and no Company Indemnitors shall have the right to object, dissent, protest or otherwise contest any such decision or action. (d) As between the Company Indemnitors and the Stockholders’ Representative, the Stockholders’ Representative shall not be liable for any act done or omitted hereunder or under the Escrow Agreement as Stockholders’ Representative while acting in good faith, and any act done or omitted to be done pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Stockholders’ Representative shall be entitled to be indemnified and held harmless by the Company Stockholders have agreed Indemnitors against any loss, liability or expense incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of his/her duties hereunder or under the Escrow Agreement. The Stockholders’ Representative shall be entitled to pay certain recover any out-of-pocket costs and expenses of reasonably incurred by the Stockholders’ Representative and to indemnify, defend and hold harmless in connection with actions taken by the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 the terms of this Agreement or the Merger Escrow Agreement (including the hiring of legal counsel and the incurring of legal fees and costs) directly from the Company Stockholders in accordance with their Pro Rata Share. (e) By their adoption of this Agreement, the Company Indemnitors shall be deemed to have agreed, in addition to the foregoing, that: (i) the Stockholders’ Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Company Indemnitor, with full power in his, her or its name and on his, her or its behalf to act according to the terms of this Agreement and the Escrow Agreement. The Stockholders’ Representative may from time hereby accepts such appointment. (ii) Parent shall be entitled to time deliver claims to rely conclusively on the Escrow Agent certifying instructions and itemizing in reasonable detail any amounts to which decisions given or made by the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant as to Section 10.1 any of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to matters described in this Section 8.1 or Section 8.210.1(e), and subject to the retention no party shall have any cause of Escrow Shares and/or Escrow Cash action against Parent for any action taken by the Escrow Agent pursuant to Section 8.1 Parent in reliance upon any such instructions or Section 8.2decisions; (iii) all actions, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims decisions and instructions of the Stockholders’ Representative submitted pursuant to Section 11.3 from shall be conclusive and binding upon all of the Escrow Fund by delivering to Company Indemnitors, and no Company Indemnitor shall have any cause of action against the Stockholders’ Representative and/or for any action taken, decision made or instruction given by the Stockholders’ Representative under this Agreement or the Escrow Agreement, except for fraud or willful breach of this Agreement on the part of the Stockholders’ Representative; (iv) the Stockholders’ Representative may use the Expense Reserve to satisfy costs, expenses and liabilities of the Stockholders’ Representative (in his designees Escrow Shares having capacity as the Stockholders’ Representative) in connection with matters related to this Agreement and the Company Ancillary Agreements; (v) the provisions of this Section 10.1(e) are independent and severable, are irrevocable and coupled with an aggregate interest, and shall be enforceable notwithstanding any rights or remedies that any Company Indemnitor may have in connection with the transactions contemplated by this Agreement; and (vi) the provisions of this Section 10.1 shall be binding upon the executors, heirs, legal representatives, successors and assigns of each Company Indemnitor, and any references in this Agreement Conversion Price and/or Escrow Cash equal to the aggregate Company Indemnitors shall mean and include the successors to the Company Indemnitor’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (f) From and after the Closing, Parent shall cause the Surviving Company to provide the Stockholders’ Representative, at his expense, with reasonable access to information about the Surviving Company and the reasonable assistance of the officers and employees of the Surviving Company for purposes of performing his duties and exercising his rights under this Agreement. (g) The Stockholders’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Company Stockholder. The Stockholders’ Representative shall not be liable to any Company Stockholder for any action taken or omitted by it hereunder or under any other document contemplated hereby, or in connection therewith, except that the Stockholders’ Representative shall not be relieved of any liability imposed by Legal Requirements for gross negligence or willful misconduct. The Stockholders’ Representative shall not be liable to any Company Stockholder for any apportionment or distribution of payments made by it in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Company Stockholder to which payment was due, but not made, shall be to recover from the other Company Stockholders any payment in excess of the amount of to which they are determined to have been entitled. Each Company Stockholder acknowledges and agrees that the Stockholders’ Representative shall not be obligated to take any actions and shall be entitled to take such claimsactions as the Stockholders’ Representative deems appropriate in its sole discretion. Each Company Stockholder further agrees to indemnify and hold the Stockholders’ Representative harmless from and against any loss, liability or expense arising in connection with any act or omission as the Stockholders’ Representative, except for any liability imposed by Legal Requirements for gross negligence or willful misconduct.

Stockholders’ Representative. 11.1 By virtue of (a) As used in this Agreement, the adoption of term “Stockholders’ Representative” shall mean Global Acquisition LLC, or any Person appointed as a successor Stockholders’ Representative pursuant to this Section 10.6. Global Acquisition LLC hereby accepts its appointment as the Merger Agreement initial Stockholders’ Representative. Effective upon the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as Closing, without any further action by any other Person, the Stockholders’ RepresentativeRepresentative shall be appointed and constituted in respect of each Indemnifying Party, as his, her or its agent, to act in his, her or its name, place and stead, as such Indemnifying Party’s attorney-in-fact, to give and receive notices and communicationscommunications in connection with this Agreement and related matters, including in connection with Claims for indemnification under this Article 10 and Article 7 and to authorize delivery determine the Closing Cash Consideration pursuant to Parent of Escrow SharesSection 3.5 and the Final Cash Consideration pursuant to Section 3.6, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, and to agree to, negotiate, and enter into settlements settlements, adjustments and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement arbitration and comply with orders of courts and awards of Arbitrator(s) arbitrators with respect to claims of Indemnitees hereunderto, such Claims, and to take all other actions that are either (i) necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Indemnifying Parties from time to Section 10.1(ltime upon not less than ten (10) of the Merger Agreement shall automaticallydays prior written notice to Parent; provided, without any further action or notice, become that the Stockholders’ Representative for all purposes may not be removed unless the Payment Parties that are entitled to a majority of this Agreement. 11.3 The Company Stockholders have agreed the funds remaining in the Escrow Fund agree in writing to pay certain out-of-pocket costs such removal and expenses to the identity of the substituted agent. A vacancy in the position of the Stockholders’ Representative and may be filled by the Payment Parties that are entitled to indemnify, defend and hold harmless a majority of the funds remaining in the Escrow Fund. Notices or communications to or from the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant shall constitute notice to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimsIndemnifying Parties.

Stockholders’ Representative. 11.1 By virtue (a) In order to efficiently administer the Acquisition and the transactions contemplated hereby, including (i) the waiver of any condition to the obligations of the adoption Company Stockholders to consummate the Acquisition and the transactions contemplated hereby and (ii) the defense and/or settlement of any claims for which the Merger Agreement Company Stockholders and/or the other Selling Stockholders may be required to indemnify the Buyer and/or the Company pursuant to the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and Article VII below, the appointment of Company Stockholders hereby designate Rolf ▇▇▇▇▇ ▇▇▇▇▇ as their representative (the "Stockholders' Representative"). (b) The Company Stockholders hereby authorize the Stockholders’ Representative' Representative (i) to take all action necessary in connection with the waiver of any condition to the obligations of the Company Stockholders to consummate the Acquisition and the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Company Stockholders and/or the other Selling Stockholders may be required to indemnify the Buyer and/or the Company pursuant to Article VII below, (ii) to give and receive all notices required to be given under this Agreement and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofAgreement, and demand dispute resolution pursuant (iii) to Section 10 take any and all additional action as is contemplated to be taken by or on behalf of the Merger Company Stockholders and/or the other Selling Stockholders by the terms of this Agreement and comply with orders of courts and awards of Arbitrator(sor the Escrow Agreement. (c) with respect In the event that the Stockholders' Representative dies, becomes unable to claims of Indemnitees hereunderperform his responsibilities hereunder or resigns from such position, and the Selling Stockholders holding, prior to take all actions necessary or appropriate in the reasonable judgment Closing, a majority of the Stockholders’ Representative for Outstanding Company Shares as set forth in Attachment A to the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Escrow Agreement shall automatically, without any further action or notice, become select another representative to fill such vacancy and such substituted representative shall be deemed to be the Stockholders’ ' Representative for all purposes of this AgreementAgreement and the documents delivered pursuant hereto. 11.3 The (d) All decisions and actions by the Stockholders' Representative, including without limitation any agreement between the Stockholders' Representative and the Buyer relating to the defense or settlement of any claims for which the Company Stockholders and/or the other Selling Stockholders may be required to indemnify the Buyer and/or the Company pursuant to Article VII below, shall be binding upon all of the Company Stockholders and no Company Stockholder shall have agreed the right to pay certain object, dissent, protest or otherwise contest the same. (e) By his execution of this Agreement, each Company Stockholder agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Stockholders' Representative as to the settlement of any claims for indemnification by the Buyer and/or the Company pursuant to Article VII below or any other actions required or permitted to be taken by the Stockholders' Representative hereunder, and no party hereunder shall have any cause of action against the Buyer to the extent the Buyer has relied upon the instructions or decisions of the Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon all of the Company Stockholders and no Company Stockholder shall have any cause of action against the Stockholders' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under this Agreement, any of the Other Stock Purchase Agreements or the Escrow Agreement, except for fraud or willful breach of this Agreement or any such agreement by the Stockholders' Representative; (iii) the provisions of this Section 1.10 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Stockholder may have in connection with the Acquisition and the transactions contemplated by this Agreement or any of the Other Stock Purchase Agreements; (iv) remedies available at law for any breach of the provisions of this Section 1.10 are inadequate; therefore, the Buyer and the Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Company brings an action to enforce the provisions of this Section 1.10; and (v) the provisions of this Section 1.10 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a Company Stockholder or the Company Stockholders shall mean and include the successors to the Company Stockholder's rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (f) The Buyer shall reimburse the Stockholders' Representative for his reasonable out-of-pocket costs and expenses incurred in performing his services in connection with the Acquisition, up to a maximum reimbursement of $5,000. Any expenses in excess of such amount shall be paid by the Stockholders’ Representative and Selling Stockholders in proportion to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 ownership of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims Outstanding Company Shares as set forth in Attachment A to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which Agreement. Notwithstanding the foregoing, the Buyer shall also reimburse the Stockholders’ ' Representative or for his affiliates or their respective Representatives are entitled reasonable out-of-pocket expenses incurred in successfully defending against any claims for indemnification pursuant to Section 10.1 of this Agreement, the Merger Other Stock Purchase Agreements and/or the Escrow Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue (a) In order to efficiently administer the transactions contemplated hereby, including (i) the payment of the adoption Cash Payment, (ii) the waiver of any condition to the obligations of the Merger Agreement Company Stockholders to consummate the transactions contemplated hereby, and (iii) the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Company pursuant to the Escrow Contributors shall be deemed to have approved Agreement, Deed of Tax and Article VII below, the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of Company Stockholders hereby designate ▇.▇▇▇ ▇. ▇▇▇▇ as their representative (the "Stockholders' Representative"). (b) The Company Stockholders hereby authorize the Stockholders’ Representative' Representative (i) to make all decisions relating to the determination of the Acquisition Amounts and to accept the Cash Payment and any payments relating to the Acquisition Amounts, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer pursuant to Article VII below or the Deed of Tax, (iii) to give and receive all notices and communicationsrequired to be given under this Agreement, to authorize delivery to Parent the Deed of Escrow Shares, Escrow Cash Tax or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofAgreement, and demand dispute resolution pursuant (iv) to Section 10 take any and all additional action as is contemplated to be taken by or on behalf of the Merger Agreement Company Stockholders by the terms of this Agreement, the Deed of Tax and comply with orders of courts and awards of Arbitrator(sthe Escrow Agreement. (c) with respect In the event that the Stockholders' Representative dies, becomes unable to claims of Indemnitees hereunderperform his responsibilities hereunder or resigns from such position, and the Company Stockholders holding, prior to take all actions necessary or appropriate in the reasonable judgment Closing, a majority of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant Shares as set forth on Schedule I attached hereto shall select another representative to Section 10.1(l) of the Merger Agreement ---------- fill such vacancy and such substituted representative shall automatically, without any further action or notice, become be deemed to be the Stockholders’ ' Representative for all purposes of this AgreementAgreement and the documents delivered pursuant hereto. 11.3 The (d) All decisions and actions by the Stockholders' Representative, including without limitation any agreement between the Stockholders' Representative and the Buyer relating to the determination of the Acquisition Amounts, the defense or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer pursuant to Article VII below or the Deed of Tax, shall be binding upon all of the Company Stockholders and no Company Stockholder shall have agreed the right to pay certain out-of-pocket costs object, dissent, protest or otherwise contest the same. (e) By his execution of this Agreement, each Company Stockholder agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and expenses decisions of the Stockholders’ ' Representative and as to indemnifythe determination of the Acquisition Amounts, defend and hold harmless the settlement of any claims for indemnification by the Buyer and/or the Company pursuant to Article VII below or the Deed of Tax or any other actions required or permitted to be taken by the Stockholders’ ' Representative hereunder, and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 no party hereunder shall have any cause of action against the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims Buyer to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which extent the Stockholders’ Representative Buyer has relied upon the instructions or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims decisions of the Stockholders’ ' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative submitted shall be conclusive and binding upon all of the Company Stockholders and no Company Stockholder shall have any cause of action against the Stockholders' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under this Agreement, except for fraud or wilful breach of this Agreement by the Stockholders' Representative; (iii) the provisions of this Section 1.9 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Stockholder may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 1.9 are inadequate; therefore, the Buyer and the Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Company brings an action to enforce the provisions of this Section 1.9. (v) as between himself and the other Company Stockholders the Stockholder's Representative shall have full power to determine all questions and doubts arising in relation to any of the provisions of this Agreement and every such determination made in good faith shall be conclusive and binding on the Company Stockholders and the Stockholder's Representative may act on the opinion or advice of or information obtained from any solicitor, banker, broker, accountant or other expert and shall not be responsible for any loss occasioned by so acting; (vi) he shall indemnify the Stockholder's Representative rateably according to his holding of the Shares from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Stockholder's Representative by the Buyer, the Company or any other person in connection with this Agreement and in suing for and recovering any sum due to the Company Stockholders or any of them under this Agreement; and (vii) the provisions of this Section 1.9 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a Company Stockholder or the Company Stockholders shall mean and include the successors to the Company Stockholder's rights hereunder, whether pursuant to Section 11.3 from testamentary disposition, the Escrow Fund laws of descent and distribution or otherwise. (f) The Stockholders' Representative shall be remunerated for his services his usual professional and other charges for such services as may be provided by delivering him at a rate not to exceed (Pounds)500 per day plus VAT (if applicable). All fees and expenses incurred by the Stockholders’ ' Representative and/or his designees Escrow shall be paid by the Company Stockholders in proportion to their ownership of the Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.as set forth in Schedule I attached hereto. ----------

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement (a) Target Stockholders hereby irrevocably nominate, constitute and this Agreement and the appointment of ▇appoint J▇▇▇ ▇. ▇▇▇▇▇▇▇ as the agent and true and lawful attorney-in-fact of Target Stockholders (the “Stockholders’ Representative”), with full power of substitution, to act in the name, place and stead of Target Stockholders for purposes of executing any documents and taking any actions that Stockholders’ Representative may, in his sole discretion, determine to be necessary, desirable or appropriate in connection with any of the transactions contemplated by this Agreement. J▇▇▇ ▇. ▇▇▇▇▇▇▇ hereby accepts his appointment as a Stockholders’ Representative. (i) Target Stockholders hereby grant to Stockholders’ Representative full authority to execute, deliver, acknowledge, certify and file on behalf of Target Stockholders (in the name of any or all of Target Stockholders or otherwise) any and all documents that Stockholders’ Representative may, in his sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as Stockholders’ Representative may, in his sole discretion, determine to be appropriate (including any amendment to or waiver of rights under any of this Agreement). Notwithstanding anything to the contrary contained in this Agreement: (1) Buyer and Buyer Parent shall be entitled to deal exclusively with Stockholders’ Representative on all Target Stockholder-related matters relating to this Agreement and the transactions contemplated by this Agreement (including all matters relating to any notice to, or any Consent to be given or action to be taken by, any Target Stockholder); and (2) each Buyer Indemnitee 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 Target Stockholder by Stockholders’ Representative, and on any other action taken or purported to give and receive notices and communications, to authorize delivery to Parent be taken on behalf of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the any Target Stockholder by any Stockholders’ Representative for the accomplishment of the foregoingRepresentative, as fully binding upon such Target Stockholder. 11.2 Any successor (ii) Target Stockholders recognize and intend that the power of attorney granted in this Section 12.6: (1) is coupled with an interest and is irrevocable; (2) may be delegated by Stockholders’ Representative appointed pursuant to Section 10.1(lRepresentative; and (3) shall survive the death or incapacity of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreementeach Target Stockholder. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. (iii) The Stockholders’ Representative may from time shall be entitled to time deliver claims treat as genuine, and as the document it purports to the Escrow Agent certifying and itemizing in reasonable detail be, any amounts to which the letter, facsimile, telex or other document that is believed by Stockholders’ Representative to be genuine and to have been telexed, telegraphed, faxed or his affiliates cabled by a Target Stockholder or their respective Representatives are entitled pursuant to Section 10.1 have been signed and presented by a Target Stockholder. (iv) In the event of the Merger Agreement. 11.4 At the time resignation, death or incapacity of a Stockholders’ Representative, then a majority of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash held by the Escrow Agent pursuant to Section 8.1 or Section 8.2, Target Stockholders as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Closing (or by their personal representatives) shall appoint a successor to such position. No Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund shall resign until a successor representative shall have been appointed. (v) All expenses incurred by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal in connection with the performance of the duties of Stockholders’ Representative shall be borne and paid by Target Stockholders. (b) Notwithstanding anything to the aggregate amount contrary contained in this Agreement, Stockholders’ Representative shall not be liable for any error of judgment or any action taken, suffered or omitted to be taken on behalf of Target Stockholders (or any of them) pursuant to this Section 12.6(b). Each Target Stockholder agrees to indemnify Stockholders’ Representative for, and hold such claimsPerson harmless against, any loss, liability or expense, including, without limitation, reasonable attorneys’ fees and expenses, incurred on the part of, or in connection with, any action or decision taken or made and on its behalf by such Stockholders’ Representative.

Stockholders’ Representative. 11.1 By virtue (a) Sandpiper Ventures LLC shall be constituted and appointed as agent ("Stockholders' Representative") for an on behalf of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as the Stockholders’ Representative, Company Stockholders to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property the Parent Preferred Stock and cash from the Escrow FundFund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement arbitration and comply with orders of courts and awards of Arbitrator(s) arbitrators with respect to claims of Indemnitees hereundersuch claims, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ ' Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) . Such agency may be changed by the holders of a majority in interest of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may Escrow Fund from time to time deliver claims upon not less than ten (10) days' prior written notice to Parent and the Escrow Agent. No bond shall be required of the Stockholders' Representative, and the Stockholders' Representative and Escrow Agent 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 Company Stockholders. (b) The Stockholders' Representative shall not be liable for any act done or omitted hereunder as 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 Company Stockholders shall severally indemnify the Stockholders' Representative and hold him 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 his duties hereunder. (c) The Stockholders' Representative shall have reasonable access to information about Parent and the reasonable assistance of Company's officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Stockholders' Representative shall treat confidentially and not disclose any nonpublic information from or about Company to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (d) A decision, consent or instruction of the Stockholders' Representative shall constitute a decision of all Company Stockholders for whom shares of Parent Preferred Stock otherwise issuable to them or that portion of the Aggregate Merger Cash Consideration otherwise payable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each such Company Stockholders, and the Escrow Agent certifying and itemizing in reasonable detail Parent may rely upon any amounts to which the Stockholders’ Representative decision, act, consent or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims instruction of the Stockholders’ ' Representative submitted pursuant as being the decision, act, consent or instruction of each and every such Company Stockholder. The Escrow Agent and Parent are hereby relieved from any liability to Section 11.3 from the Escrow Fund any person for any acts done by delivering to them in accordance with such decision, act, consent or instruction of the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims' Representative.

Stockholders’ Representative. 11.1 By virtue (a) The Stockholders shall at all times maintain a representative (the “Stockholders’ Representative”) for the purposes described in this Agreement, including the taking of actions and the giving of consents on behalf of the adoption of Major Stockholders prior to the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement Closing and the appointment of Effective Time Company Holders from and after the Closing as specified herein. The Major Stockholders hereby appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as the initial Stockholders’ Representative. The approval and adoption of this Agreement by the Stockholders and the acceptance of the Merger Consideration by the Effective Time Company Holders shall constitute, to the fullest extent permitted by law, the irrevocable authorization, direction and appointment of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as the initial Stockholders’ Representative (or any then acting successor pursuant to the terms hereof) as the attorney-in-fact and agent of each Effective Time Company Holder for such purposes. This appointment and grant of power and authority by each Effective Time Company Holder is coupled with an interest and is irrevocable and shall not be terminated by any act of any Effective Time Company Holder or by operation of law, whether by the death or incapacity of any individual Effective Time Company Holder or by the occurrence of any other event. Another person shall be appointed as the Stockholders’ Representative if the person so designated (or any successor thereof) is unwilling or unable to so act. The Stockholders’ Representative hereby accepts such appointment. Accordingly, the Stockholders’ Representative shall have full power and authority to: (i) take any action on behalf of the 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 executing such other documents or instruments as the Stockholders’ Representative deems appropriate; (ii) (A) dispute or refrain from disputing, or approve, any claim made by an Eclipsys Indemnified Party under this Agreement that may be satisfied from the Escrow Fund, (B) authorize payment of any claim to an Eclipsys Indemnified Party under Article VII of this Agreement, (C) negotiate and compromise any dispute that may arise under Article VII of this Agreement or arise under this Agreement generally and be satisfied from the Escrow Fund and (D) execute any settlement agreement, release or other document with respect to such dispute or remedy; (iii) (A) dispute or refrain from disputing, or approve, the Eclipsys Final Calculations, (B) authorize payment of any Purchase Price shortfall determined under Sections 2.10 and 2.11 of this Agreement or any expenses of an Unrelated Accounting Firm contemplated by Section 2.11 of this Agreement, (C) negotiate and compromise any dispute that may arise with respect to the Eclipsys Final Calculations and (D) execute any settlement agreement, release or other document with respect to such dispute or remedy; (iv) engage attorneys, accountants and agents and authorize payment of the amount of the expenses for such Persons from the Stockholders’ Fund; (v) exercise all rights of, and take all actions that may be taken on behalf of the Effective Time Company Holders under the Escrow Agreement; (vi) give such instructions and take such action or refrain from taking such action as the Stockholders’ Representative deems, in his or her discretion, necessary or appropriate to carry out the provisions of this Section 6.9; and (vii) to the extent not prohibited or otherwise provided by this Agreement, distribute funds from the Stockholders’ Fund for the ▇▇▇▇▇▇▇ Software Development Bonus, the ▇▇▇▇▇▇▇ Software Development Bonus and the Stockholders’ Fund and the True-Up Reserve Fund, in their Pro Rata Portion, to the Effective Time Company Holders. (b) To the fullest extent permitted by applicable law, each of the Effective Time Company Holders hereby (i) irrevocably appoints the Stockholders’ Representative as such Effective Time Company Holder’s agent for service of any and all legal process, summons, notices and documents which may be served in any action or proceeding under or pursuant to this Agreement and (ii) waives any requirement of personal notice or any claim that service on the Stockholders’ Representative is invalid or insufficient to constitute valid personal service on such Effective Time Company Holder. (c) Each of the Effective Time Company Holders acknowledges that actions taken, consents given and representations made by the Stockholders’ Representative on behalf of the Effective Time Company Holders pursuant hereto shall be binding upon the Major Stockholders and the Effective Time Company Holders, as applicable, including all actions and consents under the Escrow Agreement. (d) The Stockholders’ Representative may resign at any time, and may be removed for any reason or no reason by the vote or written consent of, as applicable, (i) if prior to the Effective Time, the Major Stockholders holding a majority of the then outstanding fully diluted Shares held by the Major Stockholders, or (ii) from and after the Effective Time, the Effective Time Company Holders holding a majority of the outstanding fully diluted Shares at the Effective Time. (e) The approval and adoption of this Agreement by the Stockholders and the acceptance of the Merger Consideration by the Effective Time Company Holders shall constitute, to the fullest extent permitted by law, the irrevocable agreement of each of them (i) that the Stockholders’ Representative shall not be liable to any of them for Damages with respect to any action taken or any omission by the Stockholders’ Representative pursuant to this Section 6.9, except to the extent such Damages are caused by the Stockholders’ Representative’s bad faith, fraud or criminal misconduct and (ii) to indemnify the Stockholders’ Representative against any Damages that the Stockholders’ Representative may suffer or incur in connection with any action taken or any omission by the Stockholders’ Representative, except to give and receive notices and communicationsthe extent such Damages are caused by the Stockholders’ Representative’s bad faith, to authorize delivery to Parent of Escrow Sharesfraud or criminal misconduct. (f) To the fullest extent permitted by applicable law, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 each of the Merger Agreement and comply with orders of courts and awards of Arbitrator(sEffective Time Company Holders hereby (i) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of irrevocably appoints the Stockholders’ Representative as such Effective Time Company Holder’s agent for the accomplishment service of the foregoing. 11.2 Any successor Stockholders’ Representative appointed any and all legal process, summons, notices and documents which may be served in any action or proceeding under or pursuant to Section 10.1(lthis Agreement, (ii) waives any requirement of the Merger Agreement shall automatically, without personal notice or any further action or notice, become claim that service on the Stockholders’ Representative for is invalid or insufficient to constitute valid personal service on such Effective Time Company Holder and (iii) ratifies and confirms, and agrees to be bound by, all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of actions taken by the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses on its behalf pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreementforegoing authorization. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By (a) Effective upon and by virtue of the adoption vote of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement Stockholders approving and adopting this Agreement and the appointment Merger pursuant to the Written Consent, and without any further act of ▇▇▇▇ ▇▇▇▇▇ as any of the Stockholders, the Stockholders’ RepresentativeRepresentative shall be hereby appointed as the representative of the Holders and as the attorney-in-fact and agent for and on behalf of each such Holder for purposes of this Agreement and the Escrow Agreement and will take such actions to be taken by the Stockholders’ Representative under this Agreement and the Escrow Agreement and such other actions on behalf of such Holders as it may deem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, to give including (i) taking all actions and receive notices and communications, to authorize delivery to Parent making all filings on behalf of Escrow Shares, Escrow Cash such Holders with any Governmental Authority or other property from Person necessary to effect the consummation of the transactions contemplated by this Agreement or the Escrow FundAgreement, to object to such deliveries, to agree (ii) agreeing to, negotiatenegotiating, enter entering into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply complying with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunderto, and to take otherwise administering and handling any claims under this Agreement or the Escrow Agreement on behalf of such Holders, including indemnifications claims, (iii) negotiating and executing any waivers or amendments of this Agreement or the Escrow Agreement (provided that any amendment that shall adversely and disproportionately affect the rights or obligations of any Holder shall require the prior written consent of such Holder) and (iv) taking all other actions that are either necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of foregoing or contemplated by the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes terms of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of Agreement or the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Escrow Agreement. The Stockholders’ Representative may from time hereby accepts such appointment. The Stockholders’ Representative shall use commercially reasonable efforts based on contact information available to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of keep the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash Holders reasonably informed with respect to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims actions of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering authority granted the Stockholders’ Representative under this Agreement which actions have a material impact on the amounts payable to the Holders. Each Holder shall promptly provide written notice to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of any change of address of such claimsHolder.

Stockholders’ Representative. 11.1 (a) By virtue of executing the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement Stockholder Support Agreements, each Stockholder irrevocably constitutes and this Agreement and the appointment of appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 Merger in accordance with the provisions of this Agreement and the Escrow Agreement, and to do or refrain from doing all such further acts and things, to execute all such certificates, instruments and other documents, as such Stockholders’ Representative' Representative may deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or the Escrow Agreement, to give and receive notices and communications, to authorize delivery to Parent of the Escrow Shares, Escrow Cash Shares or other property from the Escrow FundAccount in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement arbitration and comply with orders of courts and awards of Arbitrator(s) arbitrators with respect to such claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ ' Representative for the accomplishment of the foregoing. 11.2 Any successor . Such agency may be 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 appointed pursuant may not be removed unless holders of a two-thirds interest in the Escrow Account agree to Section 10.1(l) such removal and to the identity of the Merger Agreement 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 Escrow Account.. The Stockholders agree that any such action, if material to the rights and obligations of the Stockholders in the reasonable judgment of the Stockholders' Representative, shall automaticallybe 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 any other person may conclusively and absolutely rely, without inquiry, upon any further action or notice, become actions of the Stockholders’ ' Representative for as the act of Stockholders in all purposes of matters referred to in this Agreement. 11.3 (b) The Stockholders' Representative shall not be liable for any act done or omitted hereunder as Stockholders' Representative while acting in good faith and in the exercise of reasonable judgment. (c) The Stockholders' Representative shall have reasonable access to information about the Company Stockholders have agreed to pay certain out-of-pocket costs and expenses Parent and the reasonable assistance of the Company's and Parent's officers and employees for purposes of performing his duties and exercising his rights hereunder, PROVIDED, that (i) the Stockholders’ ' Representative shall treat confidentially and not disclose any nonpublic information from or about the Company or Parent to anyone (except on a need to know basis to individuals who agree in writing to treat such information confidentially) and (ii) such information shall not be provided by Parent or the Company to the extent that (A) such information is subject to a confidentiality or nondisclosure agreement to which Parent or the Company is a party, (B) disclosure of such information would jeopardize the attorney/client or work product privileges attaching to such information or (C) such information would not otherwise be required to be disclosed by Parent or the Company pursuant to applicable discovery rules. (d) The Stockholders shall, severally and not jointly, on a pro rata basis based on their proportionate ownership interests in the Escrow Account immediately following the Closing, indemnify, defend and hold harmless the Stockholders’ ' Representative harmless from and his affiliates against any loss, damage, tax, liability and their respective Representatives for certain lossesexpense that may be incurred by the Stockholders' Representative arising out of or in connection with the acceptance or administration of the Stockholders' Representative's duties, liabilities except as caused by the Stockholders' Representative's gross negligence or willful misconduct, including the legal costs and expenses pursuant to Section 10.1 of defending such Stockholders' Representative against any claim or liability in connection with the performance of the Merger Stockholders' Representative's duties. Prior to final distribution of Escrowed Shares in termination of the Escrow as provided in the Escrow Agreement. The , the Stockholders’ ' Representative may shall be entitled, but not limited to, such indemnification from time the Escrow Fund (with the Parent Shares included therein, if any, being valued at the Adjusted Stock Price for this purpose) prior to time deliver claims any distribution thereof to the Escrow Agent certifying and itemizing in reasonable detail Stockholders, but after any amounts distributions therefrom to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2Parent; PROVIDED, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2HOWEVER, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, that the Escrow Agent shall first pay claims disburse such Escrowed Shares, if any, FIRST, from the Accounts (as defined in the Escrow Agreement) of all Stockholders other than the holder of Preferred Shares on a PRO RATA basis and SECOND, to the extent additional Escrowed Shares are necessary to satisfy such claims, from the Account of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount holder of such claimsPreferred Shares.

Stockholders’ Representative. 11.1 By virtue (a) The Stockholders hereby designate Norman Dodd as their representative (the "Stockholders' Representativ▇"). (b) The Stockholders hereby authorize the Stockholders' Representative (i) to make all decisions on behalf of the adoption Stockholders relating to the determination of the Merger Final Purchase Price and the purchase price adjustments pursuant to Section 2.5, (ii) to make all decisions relating to the distribution of any amounts payable or distributable to the Stockholders hereunder, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify Barnabus Indemnitees pursuant to Section 11 hereof, (iv) to give and receive all notices, receipts, directions and certificates required to be given under the Agreement, (v) to receive executed copies of Related Agreements at the Closing, (vi) to designate a director nominee pursuant to Section 7.6, (vii) to take any action necessary in connection with the registration of Barnabus Common Shares pursuant to the Registration Rights Agreement and (viii) to take any and all additional action as is contemplated to be taken by or on behalf of the Escrow Contributors Stockholders by the terms of this Agreement. (c) In the event that the Stockholders' Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Stockholders who held on the Closing Date a majority of the Company Common Shares as set forth on Schedule I attached hereto shall select another representative to fill such vacancy and such substituted representative shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as be the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ ' Representative for all purposes of this Agreement. 11.3 The (d) All decisions and actions by the Stockholders' Representative, including, without limitation, any agreement between the Stockholders' Representative and Barnabus, Exchangeco and the Company relating to the determination of the Final Purchase Price, the purchase price adjustments pursuant to Section 2.5, or the defense or settlement of any claims for which the Stockholders have agreed may be required to pay certain out-of-pocket costs indemnify Barnabus or Exchangeco pursuant to Section 11 hereof, shall be binding upon and expenses inure to the benefit of all of the Stockholders’ Representative , and no Stockholder shall have the right to indemnifyobject, defend dissent, protest or otherwise contest the same. (e) By their execution of this Agreement, the Stockholders agree that: (i) Barnabus, Exchangeco and hold harmless the Company shall be able to rely conclusively on the instructions and decisions of the Stockholders’ ' Representative and his affiliates and their respective Representatives for certain lossesas to the determination of the Final Purchase Price, liabilities and expenses the purchase price adjustments pursuant to Section 10.1 2.5 or the settlement of any claims for indemnification by Barnabus or Exchangeco pursuant to Section 11 hereof or any other actions required to be taken by the Stockholders' Representative hereunder, and no party hereunder shall have any cause of action against Barnabus, Exchangeco or the Company for any action taken by Barnabus, Exchangeco or the Company in reliance upon the instructions or decisions of the Merger Agreement. The Stockholders’ ' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative may from time to time deliver claims shall be conclusive and binding upon and inure to the Escrow Agent certifying benefit of all of the Stockholders and itemizing no Stockholder shall have any cause of action against the Stockholders' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Representative; (iii) the provisions of this Section 2.7 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Stockholder may have in reasonable detail connection with the transactions contemplated by this Agreement; (iv) the provisions of this Section 2.7 shall be binding upon the executors, heirs, legal representatives and successors of each Stockholder, and any amounts references in this Agreement to a Stockholder or the Stockholders shall mean and include the successors to the Stockholders' rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise; and (v) each of the Stockholders, other than Norman Dodd and the Dodd Family Trust, severally agree to indemnify a▇▇ ▇▇▇▇ ▇▇▇mless the ▇▇▇ckholders' Representative for any and all claims to which the Stockholders’ ' Representative may become subject, insofar as such claims relate to, are caused by, result from, arise out of, are based upon, directly or his affiliates indirectly, or their respective Representatives are entitled pursuant to Section 10.1 of as a consequence of, any decisions made, any action taken, any notices given or received by the Merger AgreementStockholders' Representative in such capacity and as contemplated hereunder, provided that the Stockholders' Representative acts honestly and in good faith. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, (f) All reasonable fees and subject to the retention of Escrow Shares and/or Escrow Cash expenses incurred by the Escrow Agent pursuant Stockholders' Representative shall be paid by the Stockholders in proportion to Section 8.1 or Section 8.2, their ownership of Company Common Shares as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimsset forth on Schedule I attached hereto.

Stockholders’ Representative. 11.1 By virtue of (a) The Indemnifying Parties, by adopting this Agreement and/or approving the adoption transactions contemplated hereby, by receiving the applicable portions of the Merger Agreement the Escrow Contributors shall be deemed Consideration pursuant to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and and/or by receiving a payment pursuant to the appointment of ▇▇▇▇ ▇▇▇▇▇ as Management Acquisition Bonus Plan, irrevocably appoint the Stockholders’ RepresentativeRepresentative as their agent and attorney-in-fact to act on behalf of each of the Indemnifying Parties, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority: (i) for the purposes of ARTICLE VII, to give and receive notices and communications, to authorize delivery to any Parent Indemnified Party of Escrow Shares, Escrow Cash or other property cash from the Escrow Fund, to object to such deliveriesFund in satisfaction of claims by a Parent Indemnified Party, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement bring suit and comply with orders of courts and awards of Arbitrator(s) courts with respect to claims of Indemnitees hereundersuch claims, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor (ii) to execute and deliver such waivers and consents in connection with this Agreement and the consummation of the transactions contemplated hereby and thereby as the Stockholders’ Representative appointed pursuant Representative, in its sole discretion, may deem necessary or desirable; (iii) to Section 10.1(l) enforce and protect the rights and interests of the Merger Agreement shall automaticallyCompany Stockholders and to enforce and protect the rights and interests of all Indemnifying Parties arising out of or under or in any manner relating to this Agreement, without and any further action or noticeother document contemplated hereby, become and to take any and all actions which the Stockholders’ Representative believes are necessary or appropriate under this Agreement for and on behalf of the Indemnifying Parties; (iv) to refrain from enforcing any right of the Indemnifying Parties or any of them and/or the Stockholders’ Representative arising out of or under or in any manner relating to this Agreement or any document contemplated hereby; provided, however, that no such failure to act on the part of the Stockholders’ Representative, except as otherwise provided in this Agreement, shall be deemed a waiver of any such right or interest by the Stockholders’ Representative or by the Indemnifying Parties unless such waiver is in writing signed by the waiving party or by the Stockholders’ Representative; and (v) to make, execute, acknowledge and deliver all purposes such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Stockholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement and all other documents contemplated hereby. (b) The Stockholders’ Representative may resign upon written notice to the Surviving Corporation, with or without cause, and the holders of a majority interest of the Indemnity Escrow Amount shall appoint a successor. Additionally, the Stockholders’ Representative may be changed by the Indemnifying Parties upon 10 days’ prior written notice to Parent, signed by a majority in interest of the Indemnity Escrow Amount. The outgoing Stockholders’ Representative shall be entitled to immediate reimbursement of all Stockholders’ Representative Expenses pursuant to Section 7.6(f) (with any balance in the Stockholders’ Representative Fund to inure to the benefit of the succeeding Stockholders’ Representative, and with any remaining balance to be paid to the Indemnifying Parties based on their Pro Rata Portion, as described in Section 7.6(f)), and in all cases subject to the terms of this AgreementSection 7.6. The successor shall be entitled to all the rights, powers, immunities and privileges as was his or her predecessor, without the need of any further act or writing. No bond shall be required of the Stockholders’ Representative, and the Stockholders’ Representative shall not receive compensation for his or her services. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each of the Indemnifying Parties. 11.3 (c) The Company Stockholders have agreed Stockholders’ Representative shall not be liable for any act done or omitted hereunder as Stockholders’ Representative, whether or not in reliance upon any notice, direction, instruction, consent, statement or other document, except to pay certain out-of-pocket costs and expenses the extent arising from the gross negligence or willful misconduct of the Stockholders’ Representative (and any action taken or omitted to indemnifybe taken upon the advice of counsel shall be conclusive evidence of the absence of gross negligence or willful misconduct). (d) A decision, defend and hold harmless act, consent or instruction of the Stockholders’ Representative with respect to the matters regarding the Escrow Fund contemplated by this Section 7.6 shall constitute a decision of all of the Company Stockholders and his affiliates shall be final, binding and their respective Representatives conclusive, and the Parent Indemnified Parties may rely upon any such decision, act, consent or instruction of the Stockholders’ Representative as being the decision, act, consent or instruction of each Indemnifying Party. The Parent Indemnified Parties are hereby relieved from any Liability to any Person for certain lossesany acts done by them in accordance with such decision, liabilities act, consent or instruction of the Stockholders’ Representative. (e) Parent and expenses pursuant Sub, on behalf of all Parent Indemnified Parties, hereby agree that any notice, right, or obligation required to Section 10.1 be delivered to, performed by, or asserted by the Indemnifying Parties regarding the Escrow Fund shall be delivered to, performed by or asserted by the Stockholders’ Representative. (f) Each of the Indemnifying Parties, by adopting this Agreement and/or approving the transactions contemplated hereby, by receiving the applicable portions of the Merger Agreement. The Consideration pursuant to this Agreement and/or by receiving a payment pursuant to the Management Acquisition Bonus Plan, agrees to release and hold harmless, and indemnify, each Person who acts as Stockholders’ Representative may with respect to all actions, decisions, elections or other determinations made by such Persons in the performance of their duties as the Stockholders’ Representative, except to the extent arising from the gross negligence or willful misconduct of any such Person (and any action taken or omitted to be taken upon the advice of counsel shall be conclusive evidence of the absence of gross negligence or willful misconduct). Such indemnity shall be paid first from the Stockholders’ Representative Fund to the extent then available, and thereafter directly from the Indemnifying Parties on a several and not joint basis. The availability of indemnity for Persons who act as the Stockholders’ Representative shall be subject to the same privileges as contemplated for directors of a Delaware corporation under DGCL Section 145; provided, that solely the Indemnifying Parties (and not the Parent, Company nor any other their affiliates) shall be liable therefor. In addition, each Indemnifying Party agrees that the costs and expenses incurred by the Stockholders’ Representative in the performance of his or her duties hereunder (such costs and expenses, the “Stockholders’ Representative Expenses”) shall be paid for and be the responsibility of the Indemnifying Parties in accordance with their Pro Rata Portions. Within one (1) Business Day after the Closing, Parent shall deliver to the Stockholders’ Representative an amount in cash equal to $250,000 (the “Stockholder Representative Fund Amount”) from the portion of the Merger Consideration and payments under the Management Bonus Plan payable to the Indemnifying Parties at Closing in accordance with their respective Pro Rata Portions, to an account specified by the Stockholders’ Representative on or prior to Closing Date as the fund for reimbursement of Stockholders’ Representative Expenses (the “Stockholders’ Representative Fund”). Any balance of the Stockholders’ Representative Fund not used for such reimbursement by the Stockholders’ Representative or its successor(s), shall be returned by the Stockholders’ Representative to the Indemnifying Parties in accordance with their Pro Rata Portions, at such time as the Stockholders’ Representative reasonably determines in his sole discretion that such a balance is no longer needed to time carry out the duties of the Stockholders’ Representative hereunder. All Stockholders’ Representative Expenses shall be paid first from the Stockholders’ Representative Fund, to the extent then available, and thereafter directly from the Indemnifying Parties on a several and not joint basis. Without limiting the right of the Stockholders’ Representative to such reimbursement or such indemnity from the Stockholders’ Representative Fund or directly from the Indemnifying Parties, following the date on which the Escrow Fund is finally released to the Indemnifying Parties and the satisfaction or resolution of all claims made by Parent Indemnified Parties for Losses, the Stockholders’ Representative shall have the right, but not the obligation, to recover any Stockholders’ Representative Expenses not covered by the Stockholders’ Representative Fund from the Escrow Fund prior to any distribution to the Indemnifying Parties and prior to any such distribution, shall deliver claims to the Escrow Agent certifying a certificate setting forth the Stockholders’ Representative Expenses actually incurred, but not to the extent covered by the Stockholders’ Representative Fund. (g) The parties agree that the Stockholders’ Representative shall have reasonable access, during normal business hours and itemizing in upon reasonable detail any amounts notice, to information about the Company (as the Surviving Corporation) and Parent and the reasonable assistance of the Company’s (as the Surviving Corporation) and Parent’s officers and employees to the extent required solely for purposes of performing his or her duties and exercising his or her rights under this Agreement upon execution of a non-disclosure agreement under which the Stockholders’ Representative agrees to treat confidentially and not disclose any nonpublic information from or his affiliates about the Company (as the Surviving Corporation), Parent or their respective Representatives are entitled pursuant Affiliates to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash anyone (except on a need to any Escrow Contributors pursuant know basis to Section 8.1 or Section 8.2, and subject individuals (identified to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant company and Parent in writing in advance) who agree in writing to Section 8.1 treat such information confidentially) or Section 8.2, as the case may be, in respect of Indemnification Demands made by use such information for any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimsother purpose.

Stockholders’ Representative. 11.1 By (a) To the fullest extent permitted by Law, by virtue of the adoption of this Agreement by the Merger Stockholders in accordance with Section 251 of the DGCL, the Stockholders’ Representative is hereby (i) delegated the exclusive power and authority with respect to the enforcement of the rights of the Equityholders under this Agreement and the Escrow Contributors shall be deemed to have approved the indemnification provisions Agreement and (ii) authorized, directed and appointed, as set forth in the Merger Agreement Letters of Transmittal, to act as sole and exclusive agent, attorney-in-fact and representative of the Equityholders, with full power of substitution and re-substitution, with respect to all matters under this Agreement and the Escrow Agreement, including determining, giving and receiving notices and processes hereunder, receiving certain distributions of the Escrow Account or otherwise payable to the Equityholders pursuant to this Agreement for the benefit of the Equityholders, executing and delivering, on behalf of the Equityholders, any and all documents or certificates to be executed by the Equityholders, in connection with this Agreement or the Escrow Agreement and the transactions contemplated hereby and thereby, granting any waiver, consent or approval on behalf of the Equityholders 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, engaging and employing agents and Representatives and incurring such other costs, fees and expenses as the Stockholders’ Representative shall reasonably deem necessary or prudent in connection with the foregoing, taking any action or providing any waiver, or receiving any notice with respect to any claims in respect of this Agreement or the Escrow Agreement and the transactions contemplated hereby and thereby, and settling any claim or 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 consistent herewith, shall, to the fullest extent permitted by Law, 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 such Equityholder’s individual capacity, and no Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (b) The appointment of the Stockholders’ Representative as each Equityholder’s attorney-in-fact pursuant to Section 10.18(a) revokes any power of attorney heretofore granted that authorized any other Person to represent such Equityholder with regard to the matters described in Section 10.18(a). The appointment of the Stockholders’ Representative as attorney-in-fact pursuant hereto is coupled with an interest and is irrevocable. The obligations of each Equityholder pursuant to this Agreement (i) will not be terminated by operation of law, death, mental or physical incapacity, liquidation, dissolution, bankruptcy, insolvency or similar event with respect to such Equityholder or any proceeding in connection therewith, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust, or any other event, and (ii) shall survive the delivery of an assignment by any Equityholders of the whole or any fraction of its interest in any payment due to it under this Agreement. (c) The Stockholders’ Representative ▇▇▇▇ ▇▇▇▇▇ accepts the foregoing appointment and agrees to serve as Stockholders’ Representative, subject to the provisions hereof, for the period of time from and after the date hereof without compensation except for the reimbursement from the Equityholders, in accordance with this Agreement, of costs, fees and expenses incurred by Stockholders’ Representative in its capacity as such. (d) In the event that the costs, fees and expenses incurred by the Stockholders’ Representative, to give and receive notices and communicationsin its capacity as such, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate are in the reasonable judgment excess of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automaticallyExpense Amount, without any further action or notice, become the Stockholders’ Representative shall be entitled to be reimbursed by the Equityholders (including by offsetting such amount against any amounts owed to the Equityholders), and the Equityholders agree to so reimburse the Stockholders’ Representative, and make the Stockholders’ Representative whole for such shortfall. Upon written notice from the Stockholders’ Representative to the Equityholder as to the existence of a shortfall, including a reasonably detailed description as to such shortfall, each Equityholder shall promptly deliver to the Stockholders’ Representative full payment of his or her ratable share of the amount of such shortfall based upon the Distribution Schedule determined from the Final Purchase Price. (e) For all purposes of this Agreement and the Escrow Agreement. 11.3 The Company Stockholders have agreed , Parent shall be entitled to pay certain out-of-pocket costs rely conclusively on the instructions and expenses decisions of the Stockholders’ Representative as to the settlement of any claims in respect of this Agreement or the Escrow Agreement and the transactions contemplated hereby and thereby or any other actions required or permitted to indemnify, defend and hold harmless be taken by the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 hereunder or in connection with any of the Merger transactions and other matters contemplated hereby or thereby. (f) The Stockholders’ Representative shall not, in the absence of bad faith, willful misconduct or gross negligence, have any liability to the Equityholders whatsoever with respect to its actions, decisions and determinations under this Agreement, and shall be entitled to assume that all actions, decisions and determinations under this Agreement are fully authorized by each and every one of the Equityholders. (g) The Stockholders’ Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders’ Representative may from time act in reliance upon any instrument or signature believed by it to time deliver claims be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the Escrow Agent certifying provisions hereof has been duly authorized to do so. The Stockholders’ Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and itemizing in reasonable detail any amounts authority to which instruct the Stockholders’ Representative or his affiliates or their respective Representatives are entitled on behalf of that party unless written notice to the contrary is delivered to the Stockholders’ Representative. (h) The Stockholders’ Representative may act pursuant to Section 10.1 the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. (i) Parent hereby agrees that the Stockholders’ Representative shall not, in its capacity as such, have any liability to Parent, Merger Sub or the Surviving Corporation whatsoever with respect to its actions, decisions or determinations under this Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2(j) The rights, powers, benefits and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims obligations of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate under this Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount shall survive any termination of such claimsthis Agreement.

Stockholders’ Representative. 11.1 By virtue For purposes of this Agreement and the adoption transactions contemplated hereby, the Effective Time Stockholders, without any further action on the part of the Merger Agreement the Escrow Contributors any such party, shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and consented to the appointment of ▇▇▇▇ Jock Patton and Jeff Padden as the representative of such party (the "St▇▇▇▇▇ ▇▇▇▇▇▇' Repr▇▇▇▇▇▇▇▇▇▇"), as the attorney-in-fact for and on behalf of each such party, and the taking by the Stockholders’ Representative' 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 power to give and receive notices and communications(i) execute the Escrow Agreement, to (ii) authorize delivery to Parent of the Escrow Shares, Escrow Cash or other property from any portion thereof, in satisfaction of Losses and Expenses or amounts owed under this Agreement, the Escrow FundAgreement or the Royalty Participation Agreement, to object to such deliveries, to (iii) agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) arbitrators with respect to claims of Indemnitees hereundersuch Losses and Expenses and amounts owed, (iv) resolve any Parent indemnification claims, and to (v) take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ ' Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) foregoing and all of the Merger Agreement shall automaticallyother terms, without any further action or notice, become the Stockholders’ Representative for all purposes conditions and limitations of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs , the Escrow Agreement and expenses of the Royalty Participation Agreement. Accordingly, the Stockholders’ ' Representative has unlimited authority and power to indemnifyact on behalf of each Stockholder with respect to this Agreement, defend the Escrow Agreement and hold harmless 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 Escrow Agreement or the Royalty Participation Agreement, and his affiliates Parent, the Company and their respective Representatives for certain lossesMergerco shall be entitled to rely, liabilities and expenses pursuant will incur no liability with respect to Section 10.1 such reliance, on any action, consent, instruction or decision of either Jeff Patton or Jock Padden as the Merger Agreementaction, consent, instruction or decisi▇▇ ▇▇ ▇▇▇ ▇tock▇▇▇▇▇▇▇' ▇▇presentative (and shall have no responsibility or obligation to determine the authority, authenticity, accuracy or truth thereof). The Stockholders’ ' Representative will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or gross negligence. In all questions arising under this Agreement, the Escrow Agreement or the Royalty Participation Agreement, the Stockholders' Representative may from rely on the advice of counsel, and the Stockholders' Representative will not be liable to any Effective Time Stockholder for anything done, omitted or suffered in good faith by the Stockholder' Representative based on such advice. The Stockholders' Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for by the Stockholders in a manner satisfactory to him. At any time to time deliver claims to during the term of the Escrow Agent certifying Agreement and itemizing the Royalty Participation Agreement, those parties who are then the holders of a majority in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 interest of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash the shares of THQ Stock issued to any Escrow Contributors pursuant 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 written consent appointing such new Stockholders' Representative signed by such holders to Section 8.1 or Section 8.2, Parent and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2Agent, as in the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims Agreement. Such appointment will be effective upon the later of the Stockholders’ Representative submitted pursuant to Section 11.3 from date indicated in the consent or the date such consent is received by Parent and the Escrow Fund by delivering 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 and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal 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 respect to audit rights under the aggregate amount of such claimsRoyalty Participation Agreement, Section 5 thereof will control.

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth (a) Each Stockholder, by signing this Agreement, designates Rich▇▇▇ ▇. ▇▇▇▇▇ (▇▇, in the Merger Agreement and this Agreement and the appointment of event that Rich▇▇▇ ▇. ▇▇▇▇▇ ▇▇ unable or unwilling to serve or resigns, Jack ▇. ▇▇▇▇▇) ▇▇ as be such Stockholder's representative for purposes of this Agreement (the "Stockholders' Representative"). The Stockholders shall be bound by any and all actions taken by the Stockholders’ ' Representative on their behalf. (b) UniCapital and Newco shall be entitled to rely upon any communication or writing given or executed by the Stockholders' Representative, . All communications or writings to give be sent to Stockholders pursuant to this Agreement may be addressed to the Stockholders' Representative and receive notices any communication or writing so sent shall be deemed notice to all of the Stockholders hereunder. The Stockholders hereby consent and communications, agree that the Stockholders' Representative is authorized to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such accept deliveries, to agree toincluding any notice, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 on behalf of the Merger Stockholders pursuant hereto. (c) The Stockholders' Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Stockholder, with full power in his or her name and on his or her behalf to act according to the terms of this Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment absolute discretion of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant ' Representative, and in general to Section 10.1(l) of the Merger Agreement shall automaticallydo all things and to perform all acts including, without any further action limitation, executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or notice, become the Stockholders’ Representative for all purposes deemed advisable in connection with Article 12 of this Agreement. This power of attorney and all authority hereby conferred is granted subject to and coupled with the interest of such Stockholder and the other Stockholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any Stockholder, by operation of law, whether by such Stockholder's death or any other event. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of (d) Notwithstanding the foregoing, the Stockholders’ ' Representative shall inform each Stockholder of all notices received, and of all actions, decisions, notices and exercises of any rights, power or authority proposed to indemnifybe done, defend and hold harmless given or taken by such Stockholders' Representative, and, except as provided in Section 19.3, shall act as directed by the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to Stockholders holding a majority interest in the Escrow Agent certifying and itemizing Property (as defined in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement4.1(b)). 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue (a) Each Company Stockholder and the Company hereby irrevocably designates and appoints Robert T. Angle as the Stockholders' Representative (the "Stockholders' ▇▇▇▇▇▇▇ntative") to represent and act for him, her or it for all purposes in his, her or its capacity as a Company Stockholder or the Company under this Agreement and any Ancillary Agreement, but only for the specific purposes specified in this Agreement and any Ancillary Agreement, subject only to the terms and conditions hereof and thereof (each such purpose, a "Designated Purpose"). The Stockholders' Representative hereby accepts such designation and appointment and agrees to represent and act for the Company Stockholders and the Company under this Agreement, and any Ancillary Agreement, with respect to each Designated Purpose in accordance with the terms and conditions set forth herein and therein. (b) In discharging its duties and responsibilities with respect to each Designated Purpose hereunder and under any Ancillary Agreement, the Stockholders' Representative shall have all rights and powers necessary and incident to the proper discharge thereof, and any decision or act of the adoption Stockholders' Representative with respect to each Designated Purpose shall be conclusive and absolutely binding upon each and all of the Merger Agreement Stockholders and the Escrow Contributors shall be deemed Company. (c) The Stockholders and the Company hereby authorize the Stockholders' Representative, at its sole discretion, to have approved the indemnification provisions set forth employ attorneys, accountants and others to assist it in the Merger Agreement performance of its duties and responsibilities with respect to each Designated Purpose under this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as Ancillary Agreements. (d) The Stockholders and the Company hereby authorize the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) ' Representative with respect to claims each Designated Purpose to (i) interpret and construe the provisions of Indemnitees hereunderthis Agreement and the Ancillary Agreements and (ii) determine, resolve, settle or contest any action, suit, proceeding or arbitration that may arise under this Agreement and any Ancillary Agreement with respect to take all actions necessary any Designated Purpose in any manner the Stockholders' Representative deems appropriate under the circumstances. Any settlement by the Stockholders' Representative of an action, suit, proceeding or appropriate in arbitration with respect to any Designated Purpose or any final order or judgment or award of a court or tribunal of competent jurisdiction resulting from an action, suit, proceeding or arbitration by Buyer or any other Buyer Indemnified Party against the reasonable judgment Stockholders' Representative with respect to any Designated Purpose shall be binding upon and enforceable against each of the Company Stockholders and the Company. (e) Upon the death, disability or resignation of the Stockholders’ ' Representative, a successor Stockholders' Representative for shall be appointed by the accomplishment Company Stockholders. A successor Stockholders' Representative shall become such upon notice of the foregoingappointment delivered to Buyer. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l(f) of the Merger Agreement shall automatically, without Notwithstanding any further action or notice, become the Stockholders’ Representative for all purposes provision of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses Section 12.12 which defines or limits the authority of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees' Representative, the Escrow Agent shall first pay claims decisions, acts and instructions of the Stockholders’ ' Representative submitted pursuant or the contesting of any actions shall be final, binding and conclusive upon each of the Company Stockholders and the Company; and the Buyer and any other Buyer Indemnified Party may rely upon any such decision, act or instruction of the Stockholders' Representative as being the decision, act or instruction of each and all of the Company Stockholders and the Company without the necessity of investigating or determining whether or not such Stockholders' Representative has acted within the scope of the powers given to Section 11.3 it under this Agreement. Notices or communications to or from the Escrow Fund Stockholders' Representative shall constitute notice to or from each and all of the Company Stockholders and the Company. The Buyer and any other Buyer Indemnified Party are hereby released and discharged from any Liability to any Company Stockholder or the Company for any acts done by delivering to the Buyer and any other Buyer Indemnified Party in accordance with such decision, act or instruction of the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal ' Representative. (g) The Stockholders hereby authorize the Stockholders' Representative, at its sole discretion, to approve changes, modifications and amendments to this Agreement, the aggregate amount Disclosure Schedules and the Ancillary Agreements and to execute and deliver any and all instruments and documents in connection therewith on behalf of such claimsStockholders.

Stockholders’ Representative. 11.1 By virtue (a) In order to efficiently administer the Acquisition and the transactions contemplated hereby, including (i) the waiver of any condition to the obligations of the adoption Company Stockholders to consummate the Acquisition and transactions contemplated hereby and (ii) the defense and/or settlement of any claims for which the Merger Agreement Company Stockholders and/or the other Selling Stockholders may be required to indemnify the Buyer and/or the Company pursuant to the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and Article IV below, the appointment of Company Stockholders hereby designate Rolf ▇▇▇▇▇ ▇▇▇▇▇ as their representative (the "Stockholders' Representative"). (b) The Company Stockholders hereby authorize the Stockholders’ Representative' Representative (i) to take all action necessary in connection with the waiver of any condition to the obligations of the Company Stockholders to consummate the Acquisition and the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Company Stockholders and/or the other Selling Stockholders may be required to indemnify the Buyer and/or the Company pursuant to Article IV below, (ii) to give and receive all notices required to be given under this Agreement and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofAgreement, and demand dispute resolution pursuant (iii) to Section 10 take any and all additional action as is contemplated to be taken by or on behalf of the Merger Company Stockholders and/or the other Selling Stockholders by the terms of this Agreement and comply with orders of courts and awards of Arbitrator(sor the Escrow Agreement. (c) with respect In the event that the Stockholders' Representative dies, becomes unable to claims of Indemnitees hereunderperform his responsibilities hereunder or resigns from such position, and the Selling Stockholders holding, prior to take all actions necessary or appropriate in the reasonable judgment Closing, a majority of the Stockholders’ Representative for Outstanding Company Shares as set forth on Attachment A to the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Escrow Agreement shall automatically, without any further action or notice, become select another representative to fill such vacancy and such substituted representative shall be deemed to be the Stockholders’ ' Representative for all purposes of this AgreementAgreement and the documents delivered pursuant hereto. 11.3 The (d) All decisions and actions by the Stockholders' Representative, including without limitation any agreement between the Stockholders' Representative and the Buyer relating to the defense or settlement of any claims for which the Company Stockholders and/or the other Selling Stockholders may be required to indemnify the Buyer and/or the Company pursuant to Article IV below, shall be binding upon all of the Company Stockholders and no Company Stockholder shall have agreed the right to pay certain object, dissent, protest or otherwise contest the same. (e) By his execution of this Agreement, each Company Stockholder agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and decisions of the Stockholders' Representative as to the settlement of any claims for indemnification by the Buyer and/or the Company pursuant to Article IV below or any other actions required or permitted to be taken by the Stockholders' Representative hereunder, and no party hereunder shall have any cause of action against the Buyer to the extent the Buyer has relied upon the instructions or decisions of the Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon all of the Company Stockholders and no Company Stockholder shall have any cause of action against the Stockholders' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under this Agreement, any of the Other Stock Purchase Agreements or the Escrow Agreement, except for fraud or willful breach of this Agreement or any such Agreement by the Stockholders' Representative; (iii) the provisions of this Section 1.8 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Stockholder may have in connection with the Acquisition and the transactions contemplated by this Agreement or any of the Other Stock Purchase Agreements; (iv) remedies available at law for any breach of the provisions of this Section 1.8 are inadequate; therefore, the Buyer and the Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Company brings an action to enforce the provisions of this Section 1.8; and (v) the provisions of this Section 1.8 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a Company Stockholder or the Company Stockholders shall mean and include the successors to the Company Stockholder's rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (f) The Buyer shall reimburse the Stockholders' Representative for his reasonable out-of-pocket costs and expenses incurred in performing his services in connection with the Acquisition, up to a maximum reimbursement of $5,000. Any expenses in excess of such amount shall be paid by the Stockholders’ Representative and Selling Stockholders in proportion to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 ownership of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims Outstanding Company Shares as set forth in Attachment A to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which Agreement. Notwithstanding the foregoing, the Buyer shall also reimburse the Stockholders’ ' Representative or for his affiliates or their respective Representatives are entitled reasonable out-of-pocket expenses incurred in successfully defending against any claims for indemnification pursuant to Section 10.1 of this Agreement, the Merger Other Stock Purchase Agreements and/or the Escrow Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 (a) By virtue of the adoption of this Agreement, the Merger Agreement Effective Time Holders irrevocably nominate, constitute and appoint the Stockholders’ Representative as the agent and true and lawful attorney-in-fact of the Effective Time Holders, with full power of substitution, to act in the name, place and stead of the Effective Time Holders for purposes of executing, modifying, amending or waiving any documents and taking any actions that the Stockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with consenting to, compromising, objecting to or settling any claim for indemnification, compensation or reimbursement under Article 10 or under the Escrow Contributors Agreement. (b) The Effective Time Holders grant to the Stockholders’ Representative full authority to execute, deliver, acknowledge, certify and file on behalf of the Effective Time Holders (in the name of any or all of the Effective Time Holders or otherwise) any and all documents that the Stockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the Stockholders’ Representative may, in its sole discretion, determine to be appropriate, in performing its duties as contemplated by Section 11.04(a). Notwithstanding anything to the contrary contained in this Agreement or in any Other Transaction Document: (i) each Parent Indemnified Person shall be deemed entitled to have approved deal exclusively with the indemnification provisions set forth in Stockholders’ Representative on all matters relating to any claim for indemnification, adjustment, compensation or reimbursement under Article 10 or under the Merger Agreement Escrow Agreement; and this Agreement and the appointment (ii) each Parent Indemnified Person shall be entitled to rely conclusively (without further evidence of ▇▇▇▇ ▇▇▇▇▇ as any kind whatsoever) on any document executed or purported to be executed on behalf of any Effective Time Holder by the Stockholders’ Representative, and on any other action taken or purported to give be taken on behalf of any Effective Time Holder by the Stockholders’ Representative, as fully binding upon such Effective Time Holder. (c) The Effective Time Holders recognize and receive notices intend that the power of attorney granted in Section 11.04(a): (i) is coupled with an interest and communicationsis irrevocable; (ii) may be delegated by the Stockholders’ Representative; and (iii) shall survive the death or incapacity of any Effective Time Holder. (d) If the Stockholders’ Representative shall die, resign, become disabled or otherwise be unable to authorize delivery fulfill its responsibilities hereunder, the Effective Time Holders shall (by consent of at least a majority in interest of the Effective Time Holders), within 30 days after such death, disability or inability, appoint a successor to the Stockholders’ Representative (who shall be reasonably satisfactory to Parent) and immediately thereafter notify Parent of Escrow Sharesthe identity of such successor. Any such successor shall succeed the Stockholders’ Representative as the “Stockholders’ Representative” hereunder. If for any reason there is no Stockholders’ Representative at any time, Escrow Cash or other property from all references herein to the Escrow FundStockholders’ Representative shall be deemed to refer to the Effective Time Holders. (e) Parent shall pay the Stockholders’ Representative Amount directly to the Stockholders’ Representative at the Closing to be used as determined by the Stockholders’ Representative to satisfy costs, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment expenses and/or liabilities of the Stockholders’ Representative for in connection with matters related to this Agreement and/or the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automaticallyOther Transaction Documents, without with any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses balance of the Stockholders’ Representative and Amount not used for such purposes to indemnify, defend and hold harmless be paid by the Stockholders’ Representative and his affiliates and to the Effective Time Holders in accordance with their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. Pro Rata Shares. (f) The Stockholders’ Representative may from time shall not be liable to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Effective Time Holder for any act done or omitted hereunder as Stockholders’ Representative while acting in good faith and in the exercise of reasonable judgment, and any act done or his affiliates or their respective Representatives are entitled omitted pursuant to Section 10.1 the advice of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent counsel shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount be conclusive evidence of such claimsgood faith.

Stockholders’ Representative. 11.1 By virtue (a) Upon APP Stockholder Approval, each of the adoption of the Merger Agreement the Escrow Contributors shall Participants will be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of irrevocably appointed ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇, M.D., as its, his or her true and lawful attorney-in-fact and agent (the “Stockholders’ Representative”), with full power of substitution or resubstitution, to act solely and exclusively on behalf of such Escrow Participants with regard to matters pertaining to (i) the indemnification of the Wisconsin Indemnified Parties referred to in this Article IX, including the power to compromise any Claim on behalf of such Escrow Participant, and (ii) all matters under the Escrow Agreement or relating to the Escrow Shares. (b) The appointment of the Stockholders’ Representative shall be deemed coupled with an interest and shall be irrevocable, and FHC Wisconsin and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholders’ Representative in all matters referred to herein. By their appointment of the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take Participants thereby confirm all actions necessary or appropriate in the reasonable judgment of that the Stockholders’ Representative for shall do or cause to be done by virtue of its appointment as the accomplishment representative of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger AgreementEscrow Participants hereunder. The Stockholders’ Representative may from time to time deliver claims to shall act for the Escrow Agent certifying Participants on all of the matters set forth in this Article IX and itemizing the Escrow Agreement in reasonable detail any amounts to which the manner the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant believes to Section 10.1 be in the best interest of the Merger Escrow Participants and consistent with this Article IX and the Escrow Agreement. 11.4 At , but the time of the distribution of any Escrow Shares or Escrow Cash Stockholders’ Representative shall not be responsible to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to Participant for any damages which the retention of Escrow Shares and/or Escrow Cash Participant may suffer by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by performance (including any Parent Indemnitees, the Escrow Agent shall first pay claims damages arising out of the Stockholders’ Representative’s negligence) of the Stockholders’ Representative’s duties hereunder, other than damages arising from willful violation of applicable Law or willful misconduct in the performance of such duties hereunder. The Stockholders’ Representative submitted pursuant to Section 11.3 from shall not have any duties or responsibilities except those expressly set forth in this Agreement or the Escrow Fund Agreement, and no implied covenants, functions, responsibilities, duties or liabilities shall be read into this Agreement or shall otherwise exist against the Stockholders’ Representative. The Stockholders’ Representative shall pay all of the expenses incurred by delivering to the Stockholders’ Representative and/or his designees in performing its duties hereunder. The Stockholders’ Representative shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished to it by any Escrow Shares having Participant or FHC Wisconsin, or any other evidence deemed by the Stockholders’ Representative to be reliable, and the Stockholders’ Representative shall be entitled to act on the advice of counsel selected by it. (c) The Stockholders’ Representative is an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount intended beneficiary of such claimsthis Section 9.6.

Stockholders’ Representative. 11.1 By virtue Notwithstanding anything to the contrary contained herein (a) each Stockholder shall indemnify and hold harmless and reimburse the Stockholders’ Representative from and against such Stockholder’s ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the adoption Stockholders’ Representative arising out of or resulting from any action taken or omitted to be taken by the Stockholders’ Representative under the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and or this Agreement and the appointment other than such liabilities, losses, damages, claims, costs, or expenses arising out of ▇▇▇▇ ▇▇▇▇▇ as or resulting from the Stockholders’ Representative’s negligence, bad faith, or willful misconduct (such indemnifiable amounts being referred to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofcollectively as “Expenses”), and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s(b) with respect to claims of Indemnitees hereunderany Expenses that are not reimbursed by any Stockholder as provided for herein, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for shall be entitled to set off such Expenses against the accomplishment of Escrow Shares that would otherwise have been released to such Stockholder pursuant to the foregoingterms hereof. 11.2 Any successor In addition, the Stockholder Representative may request the Escrow Agent to set aside in a separate escrow account up to 261,000 share of the Principal Stockholder Merger Consideration to the Stockholder Representative Account (with such particular amount to be specified by the Stockholders’ Representative) for expenses, professional fees and other amounts required to be paid by the Stockholder Representative appointed or the Stockholders pursuant to Section 10.1(l) Article VIII of the Merger Agreement shall automaticallyAgreement, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses provided that such portion of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Principal Stockholder Merger Consideration so set aside may only be sold in accordance with Section 10.1 2.2(j) of the Merger Agreement. The Stockholders’ If any of the shares that are set aside in the Stock Representative may from time Account are not used for expenses, professional fees and other amounts required to time deliver claims to be paid by the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Stockholder Representative or his affiliates or their respective Representatives are entitled the Stockholders pursuant to Section 10.1 Article VIII of the Merger Agreement. 11.4 At , then such shares shall be distributed to the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors Stockholders pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimsthis Agreement.

Stockholders’ Representative. 11.1 (a) In order to efficiently administer certain matters contemplated hereby following the Closing, including any actions that the Stockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with the matters set forth in this Agreement, the Stockholders hereby designate Shareholder Representative Services LLC as the representative of the Stockholders. By virtue voting in favor of the adoption of this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth or participating in the Merger Agreement and receiving the benefits thereof, including the right to receive the Closing Merger Consideration, the Stockholders hereby agree that the Stockholders’ Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Stockholder, with full power in the name of such Stockholder to act according to the terms of this Agreement and the appointment Escrow Agreement and in general to do all things and to perform all acts including, without limitation, executing and delivering any agreements, amendments or instruments contemplated by or deemed advisable in connection with this Agreement or the Escrow Agreement, except with respect to rights specifically held by the Founders under the terms of ▇▇▇▇ ▇▇▇▇▇ as this Agreement. Without limiting the generality of the foregoing, the Stockholders’ RepresentativeRepresentative shall have full authority to (i) execute, to give deliver, acknowledge and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 amend on behalf of the Merger Stockholders any and all documents that the Stockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate, (ii) take or refrain from taking any actions to resolve or settle all matters and disputes arising out of or related to this Agreement and comply with orders of courts the transactions contemplated hereby and awards of Arbitrator(s(iii) with respect to claims of Indemnitees hereunderengage attorneys, accountants and to take all actions other advisors necessary or appropriate in the reasonable sole judgment of the Stockholders’ Representative (and at the expense of the Stockholders) for the accomplishment of the foregoing. 11.2 Any successor . Buyer shall be entitled to rely conclusively, and shall be protected in acting, or refraining from acting, upon any written notice, instruction, request or decision given or made by the Stockholders’ Representative appointed pursuant to Section 10.1(l) as if such notice, instruction, request or decision had been given or made by all Stockholders, and no party shall have any cause of action against Buyer for any action or inaction in reliance upon any such notice, instruction, request or decision. All actions, decisions and instructions of the Merger Agreement Stockholders’ Representative shall automatically, without be conclusive and binding upon each of the Stockholders. No Stockholder shall have any further cause of action or notice, become against the Stockholders’ Representative for all purposes any action taken, decision made or instruction given by the Stockholders’ Representative under this Agreement. Without limiting the foregoing, the Stockholders’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Stockholder. The Stockholders’ Representative shall not be liable to any Stockholder for any action taken or omitted by it or any agent employed by it hereunder or under any other document entered into in connection herewith, except for actions constituting fraud or bad faith. The Stockholders’ Representative shall not be liable to the Stockholders for any apportionment or distribution of payments made by the Stockholders’ Representative in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Stockholder to whom payment was due, but not made, shall be to recover from other Stockholders any payment in excess of the amount to which they are determined to have been entitled. The Stockholders’ Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement. 11.3 . Neither the Stockholders’ Representative nor any agent or advisor employed by it shall incur any liability to any Stockholder relating to the performance of its duties hereunder, except for actions or omissions constituting fraud or bad faith. The Company Stockholders do hereby agree to indemnify, defend and hold the Stockholders’ Representative harmless from and against, and to reimburse the Stockholders’ Representative for, any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Stockholders’ Representative’s execution and performance of this Agreement, the Escrow Agreement and the other Transaction Documents, including any future actions taken hereunder or thereunder in discharging its duties, or otherwise suffered or incurred as a result of the performance of such Stockholders’ Representative’s duties under this Agreement, the Escrow Agreement or the other Transaction Documents in each case as such Representative Loss is suffered or incurred. If not paid directly to the Stockholders’ Representative by the Stockholders, any such Representative Losses may be recovered by the Stockholders’ Representative from (i) the funds in the Stockholders’ Representative Expense Holdback Amount, and (ii) the amounts in the Net Asset Escrow Deposit and the Indemnification Escrow Deposit at such time as remaining amounts would otherwise be distributable to the Stockholders; provided, that while this section allows the Stockholders’ Representative to be paid from the aforementioned sources of funds, this does not relieve the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Stockholders’ Representative be required to advance its own funds on behalf of the Stockholders or otherwise. The Stockholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholders’ Representative or the termination of this Agreement. The Stockholders will not receive any interest or earnings on the Stockholders’ Representative Expense Holdback Amount and irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may otherwise have agreed had in any such interest or earnings. The Stockholders’ Representative will not be liable for any loss of principal of the Stockholders’ Representative Expense Holdback Amount 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 pay certain its creditors in the event of bankruptcy. The Stockholders’ Representative shall use the Stockholders’ Representative Expense Holdback Amount for purposes of paying or reimbursing its out-of-pocket costs and expenses in discharging its duties hereunder or otherwise administering interests or former interests of the Stockholders’ Representative Stockholders in this Agreement and to indemnify, defend the Transactions and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any Company (including amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are is entitled to indemnification hereunder). The Stockholders’ Representative may additionally obtain amounts to be used pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash foregoing sentence by requesting that the Escrow Agent pursuant to Section 8.1 release amounts constituting the Indemnification Escrow Deposit or Section 8.2, the Net Asset Escrow Deposit only at such time as the case may be, in respect remaining amount of Indemnification Demands made by any Parent Indemnitees, either such escrow deposit would otherwise be distributable to the Escrow Agent shall first pay claims Stockholders. Any remaining amount of the Stockholders’ Representative submitted pursuant to Section 11.3 Expense Holdback Amount (including any such funds obtained from the Indemnification Escrow Fund Deposit and the Net Asset Escrow Deposit) shall be distributed to the Stockholders at such time as is determined by delivering the Stockholders’ Representative, in a manner proportionate with their respective Pro Rata Share. For tax purposes, the Stockholders’ Representative Expense Holdback Amount will be treated as having been received and voluntarily set aside by the Stockholders at the time of Closing. This Section 1.19 does not prevent the Stockholders’ Representative from seeking any remedies available to it at law or otherwise. The Stockholders acknowledge and agree that all communications after the Closing with the Company, Buyer or any of their respective officers, directors, employees or agents with respect to matters arising under this Agreement, shall be made exclusively by the Stockholders’ Representative, except with respect to rights specifically held by the Founders under the terms of this Agreement. To ensure the protection of all confidential and proprietary information of the Company and Buyer, the Stockholders’ Representative shall not disclose any confidential information to the Stockholders with respect to the Business, the Company, Buyer or this Agreement after Closing without the prior written consent of Buyer; provided that, notwithstanding the foregoing, the Stockholders’ Representative shall be permitted to disclose information to the Advisory Group in connection with its services as the Stockholders’ Representative and to the Stockholders in connection with the defense of any Indemnification Claim. The Stockholders’ Representative hereby accepts such appointment. The Stockholders’ Representative may resign at any time. (b) Certain Stockholders (the “Advisory Group”) have concurrently herewith entered into a letter agreement with the Stockholders’ Representative regarding direction to be provided by the Advisory Group to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal Representative. The Advisory Group shall incur no liability to the aggregate amount Stockholders for any liability incurred by the members of the Advisory Group while acting in good faith and arising out of or in connection with the acceptance or administration of their duties (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such claimsgood faith), even if such act or omission constitutes negligence on the part of the Advisory Group or one of its members. This indemnification and exculpation shall survive the termination of this Agreement.

Stockholders’ Representative. 11.1 By virtue (a) KKR Fund Holdings L.P. (or its designee) shall be the agent and attorney-in-fact for each of the adoption Securityholders to act as Stockholders’ Representative under this Agreement in accordance with the terms of this Section 10.3. Parent may rely upon any decision, act, consent or instruction of the Merger Agreement Stockholders’ Representative as being the Escrow Contributors decision, act, consent or instruction of each Stockholder, without inquiry, investigation or other obligation of Parent. In the event of the resignation, death or incapacity of the Stockholders’ Representative, a successor Stockholders’ Representative reasonably satisfactory to Parent shall thereafter be deemed appointed by Securityholders representing a majority of the outstanding shares of Company Common Stock as of immediately prior to have approved the indemnification provisions set forth in Closing. As of the Merger Agreement and this Agreement and date hereof, the appointment of Stockholders’ Representative has designated ▇▇▇▇▇ ▇▇▇▇▇▇ to act on behalf of the Stockholders’ Representative in its capacity as such. (b) The Stockholders’ Representative is hereby authorized and empowered to act for, and on behalf of, any or all of the Securityholders (with full power of substitution in the premises) in connection with the transactions contemplated by this Agreement (i) to review and authorize all claims and disputes or question the accuracy thereof, (ii) to negotiate, settle and compromise on their behalf with Parent any claims asserted thereunder and to authorize payments to be made with respect thereto, including distributions from the Escrow Account, and (iii) to take such further actions as are authorized in this Agreement or the other agreements contemplated hereby to be taken by the Stockholders’ Representative. Parent and Merger Sub shall be entitled to rely on such appointment and to treat the Stockholders’ Representative as the duly appointed attorney-in-fact of each Securityholder for purposes of taking such actions. Notices given to the Stockholders’ Representative in accordance with the provisions of this Agreement shall constitute notice to Securityholders for all purposes under this Agreement. (c) The appointment of the Stockholders’ Representative is an agency coupled with an interest and is irrevocable and any action taken by the Stockholders’ Representative pursuant to the authority granted in this Section 10.3 shall be effective and absolutely binding on each Securityholder that executes the Written Consent notwithstanding any contrary action of or direction from such Securityholder, except for actions or omissions of the Stockholders’ Representative constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Securityholder shall not terminate the authority and agency of the Stockholders’ Representative. A decision, act, consent or instruction of the Stockholders’ Representative, to give and receive notices and communicationsincluding an amendment, to authorize delivery to Parent extension or waiver of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution this Agreement pursuant to Section 10 Article XII hereof, shall constitute a decision of all Securityholders and shall be final, binding and conclusive upon the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect Securityholders. Parent is entitled to claims of Indemnitees hereunderrely upon any such decision, and to take all actions necessary act, consent or appropriate in the reasonable judgment instruction of the Stockholders’ Representative for as being the accomplishment decision, act, consent or instruction of all Securityholders. Neither Parent nor the Escrow Agent shall have any liability to any Securityholder based on any action taken by such Person in accordance with such decision, act, consent or instruction of the foregoingStockholders’ Representative. 11.2 Any successor (d) The Stockholders’ Representative appointed pursuant shall not be liable to Section 10.1(l) of Parent, the Merger Agreement shall automaticallyCompany, without the Surviving Entity, the Securityholders or to any further other Person with respect to any action taken or notice, become omitted to be taken by the Stockholders’ Representative for all purposes of in its role as Stockholders’ Representative under or in connection with this Agreement. 11.3 , unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Stockholders’ Representative. The Company Stockholders have agreed to pay certain Securityholders shall jointly and severally indemnify the Stockholders’ Representative and hold the Stockholders’ Representative harmless against any loss, claim, damage, liability or expense incurred without gross negligence, willful misconduct 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, including any out-of-pocket costs and expenses and legal fees and other legal costs fees and costs of other skilled professionals, and in connection with seeking recovery from insurers, judgments, fines, amounts paid in settlement and Stockholders’ Representative fees (collectively the “Representative Expenses”) reasonably incurred by the Stockholders’ Representative pursuant to this Agreement, the Escrow Agreement or any engagement letter entered into between the Securityholders and to indemnify, defend and hold harmless the Stockholders’ Representative with respect to the transactions contemplated by this Agreement. The Representative Expenses may be recovered (i) first, from the Expense Fund Amount and his affiliates (ii) second, directly from the Seller Indemnifying Parties pro rata based on the amount of the Merger Consideration received at the Closing pursuant to Sections 3.2 and their respective Representatives 3.3. (e) The Expense Fund Amount shall be held by the Escrow Agent as agent and for certain losses, liabilities the benefit of the Seller Indemnifying Parties in a segregated client account and shall be used for the purposes of (i) paying any fees and expenses of the Accounting Firm allocated to the Seller Indemnifying Parties pursuant to Section 10.1 of 2.11(e) and (ii) paying directly, or reimbursing the Merger Agreement. The Stockholders’ Representative may from time for, any Representative Expenses reasonably incurred by the Stockholders’ Representative pursuant to time deliver claims this Agreement, the Escrow Agreement or any engagement letter entered into between the Securityholders and the Stockholders’ Representative with respect to the transactions contemplated by this Agreement. Promptly following the Survival Date or, if sooner, as reasonably determined by Stockholders’ Representative that any remaining portion of the Expense Fund Amount is no longer required to be withheld, the Stockholders’ Representative shall distribute the remaining portion of the Expense Fund Amount (if any) to the Escrow Agent certifying and itemizing for further distribution to the Seller Indemnifying Parties in reasonable detail any amounts to which accordance with the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 terms of the Merger Escrow Agreement and this Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 (a) By virtue voting in favor of the adoption of this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger Agreement or participating in the Escrow Contributors Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Securityholder shall be deemed to have approved the indemnification provisions set forth designation of, and hereby designates, Shareholder Representative Services LLC as the representative, agent and attorney-in-fact of each Securityholder for the purpose of taking all actions deemed necessary or appropriate by the Stockholders’ Representative on behalf of the Securityholders in the Merger Agreement and connection with this Agreement and the appointment agreements contemplated hereby. If the Stockholders’ Representative shall resign or be removed by the Securityholders, the Securityholders shall (by consent of ▇▇▇▇ ▇▇▇▇▇ those Persons entitled to at least a majority of the Merger Consideration), within 10 days after such resignation or removal, appoint a successor to the Stockholders’ Representative. Any such successor shall succeed the former Stockholders’ Representative as the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent Representative hereunder. (b) The Stockholders’ Representative will incur no liability of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) any kind with respect to claims of Indemnitees hereunder, and to take all actions necessary any action or appropriate in the reasonable judgment of omission by the Stockholders’ Representative for in connection with the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed its services pursuant to Section 10.1(l) this Agreement and the agreements contemplated hereby, except in the event of liability directly resulting from the Merger Agreement shall automatically, without any further action Stockholder Representative’s gross negligence or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 willful misconduct. The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to Securityholders will indemnify, defend and hold harmless the Stockholders’ Representative from and his affiliates against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their respective Representatives staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Stockholders’ Representative’s execution and performance of this Agreement and the agreements contemplated hereby, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Securityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Stockholders’ Representative by the Securityholders, any such Representative Losses may be recovered by the Stockholders’ Representative from (i) the funds in the Expense Fund and (ii) the amounts of the First Anniversary Merger Consideration and/or Second Anniversary Merger Consideration at such time as such amounts would otherwise be distributable to the Securityholders; provided, that while this section allows the Stockholders’ Representative to be paid from the Expense Fund and such future consideration, this does not relieve the 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 Securityholders or otherwise. The Securityholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholders’ Representative or the termination of this Agreement. (c) Upon the Closing, the Parent or Surviving Corporation will wire to the Stockholders’ Representative an amount of $1,000,000 (the “Expense Fund”), which will be used for certain lossesthe purposes of paying directly, liabilities and or reimbursing the Stockholders’ Representative for, any third party expenses pursuant to Section 10.1 of this Agreement and the Merger Agreementagreements ancillary hereto. The Securityholders will 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 may 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 time 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 time deliver claims to its creditors in the Escrow Agent certifying and itemizing in reasonable detail any amounts to which event of bankruptcy. As soon as practicable following the completion of the Stockholders’ Representative’s responsibilities, the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 will deliver the balance of the Merger Agreement. 11.4 At Expense Fund to the Payments Administrator for further distribution to the Securityholders. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Securityholders at the time of the distribution Closing. The parties hereto have caused this Agreement to be executed and delivered as of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2February 11, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.22016. ▇▇▇.▇▇▇ GROUP, INC., a Delaware corporation By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. BrownTitle: Chief Executive Officer ▇▇▇▇▇▇ CREEK ▇▇▇.▇▇▇, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. BrownTitle: CEO YODLE, INC. a Delaware corporation By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: Court CunninghamTitle: Chief Executive Officer SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company solely in its capacity as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from By: /s/ W. ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇. ▇▇▇▇ KoenigTitle: Managing Director For purposes of the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.(including this Exhibit A):

Stockholders’ Representative. 11.1 By virtue (a) In order to efficiently administer the transactions contemplated hereby, including (i) the determination of the adoption Net Book Value Adjustment, (ii) the waiver of any condition to the obligations of the Merger Agreement Company Stockholders to consummate the transactions contemplated hereby, and (iii) the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Company pursuant to the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and Article VII below, the appointment of Stockholders hereby designate ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as their representative (the "Stockholders' Representative"). (b) The Company Stockholders hereby authorize the Stockholders’ Representative' Representative (i) to make all decisions relating to the determination of the Net Book Value Adjustment and to deliver all or any portion of the Escrow Cash Payment with respect thereto, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Company pursuant to Article VII below, (iii) to give and receive all notices required to be given under this Agreement and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofAgreement, and demand dispute resolution pursuant (iv) to Section 10 take any and all additional action as is contemplated to be taken by or on behalf of the Merger Company Stockholders by the terms of this Agreement and comply with orders of courts and awards of Arbitrator(sthe Escrow Agreement. (c) with respect In the event that the Stockholders' Representative dies, becomes unable to claims of Indemnitees hereunderperform his responsibilities hereunder or resigns from such position, and the Company Stockholders holding, prior to take all actions necessary or appropriate in the reasonable judgment Closing, a majority of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant Company Shares as set forth on Schedule I attached hereto shall select another -------- - representative to Section 10.1(l) of the Merger Agreement fill such vacancy and such substituted representative shall automatically, without any further action or notice, become be deemed to be the Stockholders’ ' Representative for all purposes of this AgreementAgreement and the documents delivered pursuant hereto. 11.3 The (d) All decisions and actions by the Stockholders' Representative, including without limitation any agreement between the Stockholders' Representative and the Buyer relating to the determination of the Net Book Value Adjustment, the defense or settlement of any claims for which the Company Stockholders may be required to indemnify the Buyer and/or the Company pursuant to Article VII below, shall be binding upon all of the Company Stockholders and no Company Stockholder shall have agreed the right to pay certain out-of-pocket costs object, dissent, protest or otherwise contest the same. (e) By his execution of this Agreement, each Company Stockholder agrees that: (i) the Buyer shall be able to rely conclusively on the instructions and expenses decisions of the Stockholders’ ' Representative and as to indemnifythe determination of the Net Book Value Adjustment, defend and hold harmless the settlement of any claims for indemnification by the Buyer and/or the Company pursuant to Article VII below or any other actions required or permitted to be taken by the Stockholders’ ' Representative hereunder, and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 no party hereunder shall have any cause of action against the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims Buyer to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which extent the Stockholders’ Representative Buyer has relied upon the instructions or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims decisions of the Stockholders’ ' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative submitted shall be conclusive and binding upon all of the Company Stockholders and no Company Stockholder shall have any cause of action against the Stockholders' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders' Representative; (iii) the provisions of this Section 1.9 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Stockholder may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 1.9 are inadequate; therefore, the Buyer and the Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer and/or the Company brings an action to enforce the provisions of this Section 1.9; and (v) the provisions of this Section 1.9 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Stockholder, and any references in this Agreement to a Company Stockholder or the Company Stockholders shall mean and include the successors to the Company Stockholder's rights hereunder, whether pursuant to Section 11.3 from testamentary disposition, the Escrow Fund laws of descent and distribution or otherwise. (f) All fees and expenses incurred by delivering to the Stockholders’ ' Representative and/or his designees Escrow shall be paid by the Company Stockholders in proportion to their ownership of Company Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.as set forth in Schedule I attached hereto. -------- -

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement Each Stockholder hereby irrevocably authorizes, directs and this Agreement and the appointment of appoints ▇▇. ▇▇▇▇ ▇▇▇▇▇ to act as sole and exclusive representative for such Stockholder (the “Stockholders’ Representative”) and authorizes and directs the Stockholders’ Representative to (i) take any and all actions (including, without limitation, executing and delivering any documents, incurring any costs and expenses on behalf of such Stockholder and making any and all determinations) which may be required or permitted by this Agreement to be taken by such Persons; (ii) exercise such other rights, power and authority, as are authorized, delegated and granted to the Stockholders’ Representative pursuant to this Agreement; and (iii) exercise such rights, power and authority as are incidental to the foregoing. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Stockholders’ Representative consistent therewith, shall be absolutely and irrevocably binding on each such Person as if such Person personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Person’s capacity. Each Stockholder agrees that the Stockholders’ Representative shall not be liable for any actions taken or omitted to be taken under or in connection with this Agreement or the transactions contemplated hereby or thereby, except for such actions taken or omitted to be taken resulting from Stockholders’ Representative’s willful misconduct. The Buyer 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 by or purported to be executed on behalf of any Stockholder by the Stockholders’ Representative, and on any other action taken or purported to give and receive notices and communications, to authorize delivery to Parent be taken on behalf of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to any such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of Person by the Stockholders’ Representative for the accomplishment of the foregoingas fully binding upon each such Person. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue (a) Each of the adoption Stockholders and 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 ▇▇▇▇▇, as such Stockholder’s and/or Optionholder’s attorney-in-fact, to (i) execute and deliver all documents necessary or desirable to carry out the intent of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment 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 by 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’ RepresentativeRepresentative hereby accepts such appointment. Notwithstanding the foregoing, the Stockholders’ Representative shall have no obligation to give act on behalf of the Stockholders and receive notices the Optionholders, except as expressly provided herein and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from in the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofAgreement, and demand dispute resolution pursuant to Section 10 for purposes of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunderclarity, and to take all actions necessary or appropriate in the reasonable judgment there are no obligations of the Stockholders’ Representative for in any ancillary agreement, schedule, exhibit or the accomplishment Schedules. The death, incapacity, insolvency, liquidation or bankruptcy of any Stockholder or Optionholder shall not terminate such appointment or the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) authority and agency of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative or the powers, immunities and rights to indemnification granted to the Stockholders’ Representative Group (defined below) hereunder. The power-of-attorney granted in this Section 11.15 and the powers, immunities and rights to indemnification granted to the Stockholders’ Representative Group hereunder: (i) are coupled with an interest and irrevocable and (ii) shall survive the delivery of an assignment by any Stockholder or Optionholder of the whole or any fraction of his, her or its interest in the Escrow Fund. (b) Each Stockholder and Optionholder (i) agrees that all actions taken by the Stockholders’ Representative under this Agreement or the Escrow Agreement shall be binding upon such Stockholder or Optionholder and such Stockholder or Optionholder’s successors as if expressly confirmed and ratified in writing by such Stockholder or Optionholder, and (ii) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Stockholders’ Representative taken in good faith under this Agreement or the Escrow Agreement. The Stockholders’ Representative shall be entitled to (i) rely, and shall be fully protected in relying, upon any statements furnished to him by any Stockholder and/or Optionholder, Parent, MergerCo, any employee of the Company, any attorneys, accountants and other third Persons or any other evidence deemed by the Stockholders’ Representative to be reliable, and the Stockholders’ Representative shall be entitled to act on the advice of counsel selected by him, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Stockholder, Optionholder or other party. (c) The Stockholders’ Representative shall be entitled to retain counsel acceptable to him and to incur such expenses as the Stockholders’ Representative deems to be necessary or appropriate in connection with his performance of his obligations under this Agreement and the other Ancillary Agreements, and all such fees and expenses (including reasonable attorneys’ fees and expenses) incurred by the Stockholders’ Representative shall be borne by the Stockholders and Optionholders in accordance with their respective Allocation Percentages. (d) Certain Stockholders and Optionholders have entered into an engagement agreement with the Stockholders’ Representative to provide direction to the Stockholders’ Representative in connection with the performance of its services under this Agreement and the Escrow Agreement (such Stockholders and Optionholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). The Stockholders and Optionholders hereby acknowledge and agree that, to the maximum extent permitted by applicable law, (i) neither the Stockholders’ Representative (together with its members, managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group (collectively, the “Stockholders’ Representative Group”) shall have any liability to the Stockholders or Optionholders for any acts or omissions taken by the Stockholders’ Representative in his capacity as such; and (ii) the Stockholders and Optionholders waive any fiduciary and other duties that the Stockholders’ Representative may owe to the Stockholders and Optionholders in his capacity as such. The Stockholders and Optionholders hereby agree on a several, pro rata basis in accordance with their respective Allocation Percentages, to indemnify the Stockholders’ Representative Group (in its capacity as such) against, and to defend and hold the Stockholders’ Representative Group (in its capacity as such) harmless from, any and all purposes Losses of whatever kind which may at any time be imposed upon, incurred by or asserted against the Stockholders’ Representative in such capacity in any way relating to or arising out of his actions or failures to take action pursuant to this Agreement or any other Ancillary Agreement. Such Losses may be recovered first, from the Stockholders’ Expense Amount, second, from any distribution of the Escrow Fund otherwise distributable to the Stockholders and Optionholders at the time of distribution, and third, directly from the Stockholders and Optionholders. The Stockholders and Optionholders acknowledge that the Stockholders’ Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or administration of its duties. (e) The Stockholders’ Representative may resign at any time, and may be removed by the vote of a majority in interest of the Stockholders and Optionholders according to each Stockholders and Optionholder’s pro rata share. The immunities and rights to indemnification shall survive the resignation or removal of the Stockholders’ Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. 11.3 (f) The provisions of this Section 11.15 shall in no way impose any obligations on Parent, MergerCo or the Company. In particular, notwithstanding any notice received by Parent, MergerCo or the Company to the contrary, and absent bad faith or willful misconduct, Parent, MergerCo or the Company (i) shall be fully protected in relying upon and shall be entitled to rely upon, and shall have no liability to the Stockholders have agreed to pay certain out-of-pocket costs or Optionholders with respect to, actions, decisions and expenses determinations of the Stockholders’ Representative and (ii) shall be entitled to indemnifyassume that all actions, defend decisions and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims determinations of the Stockholders’ Representative submitted pursuant to Section 11.3 from are fully authorized by, and shall be binding upon, all of the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimsStockholders and Optionholders.

Stockholders’ Representative. 11.1 (a) By virtue of the adoption each Selling Stockholder’s execution and delivery of the Merger Agreement the Escrow Contributors this Agreement, each Selling Stockholder shall be deemed to have approved approved, among other matters, the indemnification provisions terms set forth in the Merger Agreement Section 9 and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as shall irrevocably appoint the Stockholders’ RepresentativeRepresentative as its agent for all purposes of this Agreement, including without limitation to give and receive notices and communicationscommunications in connection with a claim for indemnification, to authorize delivery to Parent amend or waive any provision of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveriesthis Agreement, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger this Agreement and comply with orders of courts and awards of Arbitrator(s) arbitrators with respect to claims of Indemnitees hereunderindemnification claims, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant . The Purchaser shall be entitled to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become 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 resign, be removed or become unable to fulfill its responsibilities as agent of the Seller Indemnifying Parties, then the Seller Indemnifying Parties shall, within ten (10) days after such resignation, removal or inability, by action of any two (2) Selling Stockholders, appoint a successor agent and, promptly thereafter, shall notify the Purchaser of the identity of and contact information for all such successor. Any such successor shall become the “Stockholders’ Representative” for purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses . A decision, act, agreement, consent, instruction or waiver of the Stockholders’ Representative (taken in its capacity as Stockholders’ Representative), including an amendment, extension or waiver of this Agreement pursuant to Section 10.14, shall constitute a unanimous decision of the Selling Stockholders and shall be final, binding and conclusive on the Selling Stockholders. (b) At the Closing, the Purchaser will wire to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives an amount of $60,000 (the “Expense Fund”), which will be used for certain lossesthe purposes of paying directly, liabilities and or reimbursing the Stockholders’ Representative for, any third party expenses pursuant to this Agreement, and which amount, together with any fees paid by the Purchaser at the Closing to the Stockholders’ Representative, shall be deducted from the Initial Cash Payment pursuant to Section 10.1 of 1.2(a)(i). The Selling Stockholders will not receive any interest or earnings on the Merger AgreementExpense 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 may will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence, willful misconduct or bad faith. The Stockholders’ Representative will hold these funds separate from time its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not make these funds available to time deliver claims to its creditors in the Escrow Agent certifying and itemizing in reasonable detail any amounts to which event of bankruptcy. As soon as practicable following the completion of the Stockholders’ Representative’s responsibilities, or otherwise upon the request of the Selling Stockholders, the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 shall disburse the balance of the Merger Agreement. 11.4 At Expense Fund to the Selling Stockholders based on such Selling Stockholders’ Pro Rata Percentage. For tax purposes, the Expense Fund shall be treated as having been received and voluntarily set aside by the Selling Stockholders at the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Closing. The Stockholders’ Representative submitted pursuant is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund and is not responsible for any tax reporting or withholding with respect thereto. The parties hereto have caused this STOCK PURCHASE AGREEMENT to Section 11.3 from be executed and delivered as of the Escrow Fund by delivering to the date first above written. By:___/s/ ▇▇▇▇ Walker______________ Name:_Neal Walker________________ Title:__President and CEO___________ By:__/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ _______ Name:__ ▇▇▇▇▇▇ ▇. Christiano______ Title:____President________________ JAK1, LLC By:____/s/ Illegible________________ Name:_Illegible___________________ Title:__Manager___________________ JAK2, LLC By:___/s/ Illegible_________________ Name:_Illegible___________________ Title:__Manager___________________ JAK3, LLC By:___/s/ Illegible_________________ Name:_Illegible___________________ Title:__Manager___________________ SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as Stockholders’ Representative and/or his designees Escrow Shares having By:___/s/ ▇. ▇▇▇▇ Koenig___________ Name:_W. ▇▇▇▇ Koenig____________ Title:__Managing Director_________ For the avoidance of doubt, the following Regulatory Milestone Payments shall be made only with respect to Patent Products, and shall not be owed or paid with respect to any Know-how Products or Additional Products. AA Oral Product: Upon the first occurrence of each of the following Regulatory Milestone events for an aggregate Agreement Conversion Price and/or Escrow Cash equal AA Oral Product, the Purchaser shall make the following one-time milestone payments to the aggregate amount Selling Stockholders (i.e., each milestone payment will only be paid one time): NDA filing in the United States $[***] FDA approval of such claims.an NDA in the United States $[***] Regulatory Approval in the European Union $[***] Regulatory Approval in Japan $[***] AA Topical Product: Upon the first occurrence of each of the following Regulatory Milestone events for an AA Topical Product, the Purchaser shall make the following one-time milestone payments to the Selling Stockholders (i.e., each milestone payment will only be paid one time): NDA filing in the United States $[***] FDA approval of an NDA in the United States $[***] Regulatory Approval in the European Union $[***] Regulatory Approval in Japan $[***] AGA Product: Upon the first occurrence of each of the following Regulatory Milestone events for an AGA Product, the Purchaser shall make the following one-time milestone payments to the Selling Stockholders (i.e., each milestone payment will only be paid one time): NDA filing in the United States $[***] FDA approval of an NDA in the United States $[***] Regulatory Approval in the European Union $[***] Regulatory Approval in Japan $[***]

Stockholders’ Representative. 11.1 By virtue (a) Yucaipa American Alliance Fund II LP (such person and any successor or successors being the “Stockholders’ Representative”) shall act as the representative of the adoption Company Stockholders, and shall be authorized to act on behalf of the Merger Agreement the Escrow Contributors shall Company Stockholders and to take any and all actions required or permitted to be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as taken by the Stockholders’ RepresentativeRepresentative under this Agreement with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification pursuant to this Article 8 and with respect to any actions to be taken by the Stockholders’ Representative pursuant to the terms of the Company Escrow Agreement (including, to give and receive notices and communicationswithout limitation, to the exercise of the power to: (i) authorize the delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, Shares to object to such deliveries, 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 demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to any claims of Indemnitees hereunder, and to for indemnification; and (iii) take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant ). In all matters relating to Section 10.1(l) of the Merger Agreement shall automaticallythis Article 8, without any further action or notice, become the Stockholders’ Representative for shall be the only party entitled to assert the rights of the Company Stockholders, and the Stockholders’ Representative shall perform all purposes of this Agreement. 11.3 The the obligations of the Company Stockholders have agreed hereunder. The Parent Indemnified Parties shall be entitled to pay certain out-of-pocket costs rely on all statements, representations and expenses decisions of the Stockholders’ Representative and to indemnify, defend and hold harmless Representative. (b) The Company Stockholders shall be bound by all actions taken by the Stockholders’ Representative in his, her or its capacity thereof, except for any action that conflicts with the limitations set forth in Section 8.5(d). The Stockholders’ Representative shall promptly, and his affiliates and their respective Representatives for certain lossesin any event within five Business Days, liabilities and expenses provide written notice to the Company Stockholders of any action taken on behalf of them by the Stockholders’ Representative pursuant to the authority delegated to the Stockholders’ Representative under this Section 10.1 8.5. The Stockholders’ Representative 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 best interest of the Merger Company Stockholders. Neither the Stockholders’ Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken under this Agreement or the Company Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Stockholders’ Representative may from time consult with legal counsel, independent public accountants and other experts selected by it. The Stockholders’ Representative shall not have any duty to time deliver claims ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Company Escrow Agent certifying and itemizing Agreement. As to any matters not expressly provided for in reasonable detail any amounts to which this Agreement or the Company Escrow Agreement, the Stockholders’ Representative shall not exercise any discretion or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreementtake any action. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, (c) Each Company Stockholder shall indemnify and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of hold harmless and reimburse the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund and against such Company Stockholder’s ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by delivering to the Stockholders’ Representative and/or his designees arising out of or resulting from any action taken or omitted to be taken by the Stockholders’ Representative under this Agreement or the Company Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the aggregate amount of such claimsStockholders’ Representative’s gross negligence, bad faith or willful misconduct.

Stockholders’ Representative. 11.1 By virtue (a) Each of the adoption Company Stockholders hereby appoints the Stockholders’ Representative as its representative in respect of all matters arising under this Agreement or the Merger Agreement Transactions, and the Escrow Contributors Stockholders’ Representative is and shall be deemed authorized by each Company Stockholder to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment act, or refrain from acting, with respect to any actions to be taken by or on behalf of ▇▇▇▇ ▇▇▇▇▇ as any Company Stockholder or the Stockholders’ Representative, including to give and receive notices and communications, enforce any rights granted to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees any Company Stockholder hereunder, and to take all actions necessary or appropriate in the reasonable judgment of each case as the Stockholders’ Representative believes is necessary or appropriate under this Agreement and the Ancillary Agreements, for the accomplishment and on behalf of the foregoing. 11.2 Any successor Company Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 . The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of shall be bound by all such actions taken by the Stockholders’ Representative and no Company Stockholder shall be permitted to indemnifytake any such actions. The Stockholders’ Representative shall not be liable to the Company Stockholders for any error of judgment, defend 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 have the full power and authority to interpret all the terms and provisions of this Agreement and the Ancillary Agreements, and to consent to any amendment hereof or thereof on behalf of all Company Stockholders and their respective successors. Parent shall be entitled to rely on all statements, representations, decisions of, and actions taken or omitted to be taken by, the Stockholders’ Representative relating to this Agreement or any Ancillary Agreement. (b) The Company Stockholders will indemnify and hold harmless the Stockholders’ Representative from and his affiliates against any and their respective Representatives for certain all costs or expenses (including reasonable legal fees and disbursements), judgments, fines, losses, damages or liabilities (“Losses”) arising out of or in connection with the Stockholders’ Representative’s execution and expenses pursuant performance of this Agreement and the Ancillary Agreements, in each case as such Loss is suffered or incurred; provided that in the event that any such Loss is finally adjudicated to Section 10.1 have been directly caused by the willful misconduct of the Merger AgreementStockholders’ Representative, the Stockholders’ Representative will reimburse the Company Stockholders the amount of such indemnified Loss to the extent attributable to such willful misconduct. The Stockholders’ Representative may from time shall be entitled to time deliver claims reimbursement by the Company Stockholders for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Stockholders’ Representative in such capacity. In no event will the Stockholders’ Representative be required to advance its own funds on behalf of the Escrow Agent certifying Company Stockholders or otherwise. The Company Stockholders acknowledge and itemizing in reasonable detail any amounts to which agree that the foregoing indemnities will survive the resignation or removal of the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 the termination of the Merger this Agreement. 11.4 At (c) The Parties acknowledge and agree that neither Parent, Merger Sub I, Merger Sub II, the time Company, nor any other Affiliate of Parent (the distribution “Parent Indemnified Parties”) shall have any liability of any Escrow Shares kind or Escrow Cash nature to any Escrow Contributors pursuant to Section 8.1 Company Stockholder or Section 8.2any other Person relating to, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of Company Stockholders and the Stockholders’ Representative submitted pursuant to Section 11.3 will indemnify and hold harmless the Parent Indemnified Parties from and against any and all Losses arising out of, the Escrow Fund allocation, payment or distribution of any amounts, including the Merger Consideration or any component thereof, by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimsunder this Agreement.

Stockholders’ Representative. 11.1 (a) By virtue of the adoption of the Merger this Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions and as set forth in the Merger Agreement 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 appointment 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 have consented) on behalf of ▇▇▇▇ ▇▇▇▇▇ the Equityholders and to agree to such amendments or modifications thereto as the Stockholders’ Representative, in its sole discretion, determines to give be desirable, determining, giving and receive receiving notices and communicationsprocesses hereunder, to authorize delivery to Parent receiving certain distributions of Escrow Shares, Escrow Cash or other property from the Escrow Fund, Account or otherwise payable to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution the Equityholders pursuant to Section 10 this Agreement for the benefit of the Merger Equityholders, executing and delivering, on behalf of the Equityholders, any and all documents or certificates to be executed by the Equityholders, in connection with this Agreement or the Escrow Agreement and comply the transactions contemplated hereby and thereby, granting any waiver, consent or approval on behalf of the Equityholders 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 reasonably deem necessary or prudent in connection with orders the foregoing. The Stockholders’ Representative shall have the sole and exclusive right on behalf of courts and awards of Arbitrator(s) any Equityholder to take any action or provide any waiver, or receive any notice with respect to any claims in respect of Indemnitees hereunderthis Agreement or the Escrow Agreement and the transactions contemplated hereby and thereby, and to take all settle any claim or controversy arising with respect thereto. Any such actions necessary taken, exercises of rights, power or appropriate authority, and any decision or determination made by the Stockholders’ Representative 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 such Equityholder’s individual capacity, and no Equityholder shall have the reasonable judgment right to object, dissent, protest or otherwise contest the same. (b) The appointment of the Stockholders’ Representative for the accomplishment as each Equityholder’s attorney-in-fact revokes any power of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant attorney heretofore granted that authorized any other person or persons to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of represent such Equityholder with regard to this Agreement. 11.3 . The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses appointment of the Stockholders’ Representative as attorney-in-fact pursuant hereto is coupled with an interest and is irrevocable. The obligations of each Equityholder pursuant to indemnifythis Agreement (i) will not be terminated by operation of law, defend death, mental or physical incapacity, liquidation, dissolution, bankruptcy, insolvency or similar event with respect to such Equityholder or any proceeding in connection therewith, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust, or any other event, and hold harmless (ii) shall survive the delivery of an assignment by any Equityholders of the whole or any fraction of its interest in any payment due to it under this Agreement. (c) The Stockholders’ Representative hereby accepts the foregoing appointment and agrees to serve as Stockholders’ Representative, subject to the provisions hereof, for the period of time from and after the date hereof without compensation except for the reimbursement from the Equityholders, in accordance with their respective Pro Rata Percentages, of fees and expenses incurred by Stockholders’ Representative in its capacity as such. (d) In the event that any amount is owed to the Stockholders’ Representative, in its capacity as such, whether for expense reimbursement or indemnification, that is in excess of the Stockholders’ Representative Expense Amount, the Stockholders’ Representative shall be entitled to be reimbursed by the Equityholders (including by offsetting such amount against any amounts owed to the Equityholders), and the Equityholders agree to so reimburse the Stockholders’ Representative, and make the Stockholders’ Representative whole for such shortfall. Upon written notice from the Stockholders’ Representative to the Equityholder as to the existence of a shortfall, including a reasonably detailed description as to such shortfall, each Equityholder shall promptly deliver to the Stockholders’ Representative full payment of his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 or her ratable share of the Merger amount of such shortfall based upon such holder’s Pro Rata Percentage. (e) For all purposes of this Agreement and the Escrow Agreement, Parent shall be entitled to rely conclusively on the instructions and decisions of the Stockholders’ Representative as to the settlement of any claims in respect of this Agreement or the Escrow Agreement and the transactions contemplated hereby and thereby or any other actions required or permitted to be taken by the Stockholders’ Representative hereunder or in connection with any of the transactions and other matters contemplated hereby or thereby. (f) The Stockholders’ Representative shall not, in the absence of bad faith, willful misconduct or gross negligence, have any liability to the Equityholders whatsoever with respect to its actions, decisions and determinations, and shall be entitled to assume that all actions, decisions and determinations are fully authorized by each and every one of the Equityholders. (g) The Stockholders’ Representative shall be entitled to rely upon any Order, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Stockholders’ Representative may from time act in reliance upon any instrument or signature believed by it to time deliver claims be genuine and may assume that the Person purporting to give receipt or advice or make any statement or execute any document in connection with the Escrow Agent certifying provisions hereof has been duly authorized to do so. The Stockholders’ Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and itemizing in reasonable detail any amounts authority to which instruct the Stockholders’ Representative or his affiliates or their respective Representatives are entitled on behalf of that party unless written notice to the contrary is delivered to the Stockholders’ Representative. (h) The Stockholders’ Representative may act pursuant to Section 10.1 the advice of the Merger Agreementcounsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. 11.4 At (i) Parent hereby agrees that the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may beStockholders’ Representative shall not, in its capacity as such, have any liability to Parent, Merger Sub or the Surviving Corporation whatsoever with respect of Indemnification Demands made by any Parent Indemniteesto its actions, the Escrow Agent shall first pay claims decisions or determinations. (j) The rights, powers and benefits of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate under this Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount shall survive any termination of such claimsthis Agreement.

Stockholders’ Representative. 11.1 By virtue (a) In order to efficiently administer certain matters contemplated hereby following the Closing, including the defense or settlement of any claims for which Indemnitees may be entitled to indemnification pursuant to Section 9, by the adoption of this Agreement, the Merger Agreement the Escrow Contributors Indemnitors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment designated a representative of ▇. ▇▇▇ ▇▇▇▇▇ Management 2000 (1999) Ltd. (who initially shall be ▇▇. ▇▇▇▇▇ Kiriati) as the representative of the Indemnitors for the purposes of this Agreement and the Escrow Agreement (the “Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from ”). (b) In the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of event the Stockholders’ Representative for dies, becomes unable to perform his or her responsibilities hereunder or resigns from such position, the accomplishment Indemnitors who hold a majority in interest of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant Escrow Fund at such time shall be authorized to Section 10.1(l) of the Merger Agreement and shall automatically, without any further action or notice, become the select another representative to fill such vacancy and such substituted representative shall be deemed to be a Stockholders’ Representative for all purposes of this AgreementAgreement and the documents delivered pursuant hereto. 11.3 (c) All decisions and actions by the Stockholders’ Representative pursuant to this Agreement or the Escrow Agreement, including any agreement between the Stockholders’ Representative and Parent relating to the defense or settlement of any claims for which Parent or the Surviving Corporation may be entitled to indemnification pursuant to Section 9, shall be binding upon all of the Indemnitors, and no Indemnitors shall have the right to object, dissent, protest or otherwise contest any such decision or action. (d) As between the Indemnitors and the Stockholders’ Representative, the Stockholders’ Representative shall not be liable for any act done or omitted hereunder or under the Escrow Agreement as Stockholders’ Representative while acting in good faith, and any act done or omitted to be done pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Stockholders have agreed Stockholders’ Representative shall be entitled to pay certain out-of-pocket costs be indemnified and expenses held harmless by the Indemnitors against any loss, liability or expense incurred without bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of his/her duties hereunder or under the Escrow Agreement. (e) By their adoption of this Agreement, the Indemnitors shall be deemed to indemnifyhave agreed, defend and hold harmless in addition to the foregoing, that: (i) The Stockholders’ Representative is hereby appointed and his affiliates constituted the true and their respective Representatives for certain losseslawful attorney-in-fact of each Indemnitor, liabilities with full power in his, her or its name and expenses pursuant on his, her or its behalf to Section 10.1 act according to the terms of this Agreement and the Merger Escrow Agreement. The Stockholders’ Representative may from time hereby accepts such appointment. (ii) Parent shall be entitled to time deliver claims to rely conclusively on the Escrow Agent certifying instructions and itemizing in reasonable detail any amounts to which decisions given or made by the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant as to Section 10.1 any of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to matters described in this Section 8.1 or Section 8.210.1(e), and subject to the retention no party shall have any cause of Escrow Shares and/or Escrow Cash action against Parent for any action taken by the Escrow Agent pursuant to Section 8.1 Parent in reliance upon any such instructions or Section 8.2decisions; (iii) all actions, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims decisions and instructions of the Stockholders’ Representative submitted pursuant to Section 11.3 from shall be conclusive and binding upon all of the Escrow Fund by delivering to Indemnitors, and no Indemnitor shall have any cause of action against the Stockholders’ Representative and/or his designees for any action taken, decision made or instruction given by the Stockholders’ Representative under this Agreement or the Escrow Shares having Agreement, except for fraud or willful breach of this Agreement on the part of the Stockholders’ Representative; (iv) the provisions of this Section 10.1(e) are independent and severable, are irrevocable and coupled with an aggregate interest, and shall be enforceable notwithstanding any rights or remedies that any Indemnitor may have in connection with the transactions contemplated by this Agreement; and (f) the provisions of this Section 10.1 shall be binding upon the executors, heirs, legal representatives successors and assigns of each Indemnitor, and any references in this Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount Indemnitors shall mean and include the successors to the Indemnitor’s rights hereunder, whether pursuant to testamentary disposition, the laws of such claimsdescent and distribution or otherwise.

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of (a) The Stockholders hereby designate ▇▇▇▇ ▇. ▇'▇▇▇▇▇ as their representative (the "Stockholders' Representative") in order to administer efficiently (i) the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, (ii) the defense and/or settlement of any claims for which the Stockholders may be required to indemnify the Buyer or the Company pursuant to Section 8 hereof and (iii) any amendment to this Agreement. (b) The Stockholders hereby authorize the Stockholders’ Representative' Representative (i) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Stockholders may be required to indemnify the Buyer or the Company pursuant to Section 8 of this Agreement, (ii) to give and receive all notices and communications, required to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger be given under this Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment on behalf of the Stockholders’ Representative for the accomplishment , (iii) to amend this Agreement on behalf of the foregoingStockholders and (iv) to take any and all other action as is contemplated to be taken by or on behalf of the Stockholders by the terms of this Agreement. 11.2 Any successor (c) In the event that the Stockholders’ ' Representative appointed pursuant dies, becomes unable to Section 10.1(l) perform his responsibilities hereunder or resigns from such position, Stockholders holding, immediately prior to the Closing, a majority of the Merger Agreement Shares as set forth on Schedule SH shall automatically, without any further action or notice, become select another representative to fill such vacancy and shall immediately provide written notice to the Buyer thereof. Such substituted representative shall be deemed to be the Stockholders’ ' Representative for all purposes of this Agreement. 11.3 The (d) All decisions and actions by the Stockholders' Representative, including, without limitation, any agreement between the Stockholders' Representative and the Buyer relating to the defense or settlement of any claims for which the Stockholders may be required to indemnify the Buyer and/or the Company Stockholders have agreed pursuant to pay certain out-of-pocket costs and expenses Section 8 hereof, shall be binding upon all of the Stockholders’ Representative , and no Stockholder shall have the right to indemnifyobject, defend dissent, protest or otherwise contest the same. (e) By their execution of this Agreement, the Stockholders agree that: (i) the Buyer shall be able to rely conclusively on the instructions and hold harmless decisions of the Stockholders’ ' Representative and his affiliates and their respective Representatives as to the settlement of any claims for certain losses, liabilities and expenses indemnification by the Buyer or the Company pursuant to Section 10.1 8 of this Agreement or any other actions required or permitted to be taken by the Stockholders' Representative hereunder, and no Party hereunder shall have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Merger Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against the Stockholders' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under this Agreement. The , except for fraud or willful breach of this Agreement by the Stockholders’ Representative ' Representative; (iii) the provisions of this Section 1.05 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Stockholder may from time have in connection with the transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 1.05 are inadequate; therefore, the Buyer and the Company shall be entitled to time deliver claims temporary and permanent injunctive relief without the necessity of proving damages if either the Buyer or the Company brings an action to enforce the provisions of this Section 1.05; and (v) the provisions of this Section 1.05 shall be binding upon the executors, heirs, legal representatives and successors of each Stockholder, and any references in this Agreement to a Stockholder or the Stockholders shall mean and include the successors to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled ' rights hereunder, whether pursuant to Section 10.1 testamentary disposition, the laws of descent and distribution or otherwise. (f) By his execution of this Agreement, ▇▇▇▇ ▇. ▇'▇▇▇▇▇ agrees to serve as Stockholders' Representative pursuant to the Merger terms more fully set forth in this Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, (g) All fees and subject to the retention of Escrow Shares and/or Escrow Cash expenses incurred by the Escrow Agent pursuant Stockholders' Representative shall be paid by the Stockholders in proportion to Section 8.1 or Section 8.2, their ownership of Shares as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimsset forth on Schedule SH.

Stockholders’ Representative. 11.1 By virtue (a) Appointment of Stockholders’ Representative. In the event the Stockholders approve the Merger pursuant to the Written Consent, effective as of the adoption date of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and without any further action by the appointment of Stockholders, R▇▇▇▇▇ ▇▇▇▇▇▇▇ will be appointed as agent and attorney-in-fact (the “Stockholders’ Representative”) for each Stockholder receiving Martek Common Stock in the Merger, to give for and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 on behalf of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger AgreementStockholder. The Stockholders’ Representative may from time shall have full power and authority to time deliver claims represent all of the Stockholders and their successors with respect to all matters arising under this Agreement and the Escrow Agent certifying Agreement and itemizing in reasonable detail any amounts to which all actions taken by the Stockholders’ Representative hereunder and thereunder shall be binding upon all such Stockholders and their successors as if expressly confirmed and ratified in writing by each of them. The Stockholders’ Representative shall take any and all actions which he believes are necessary or his affiliates or appropriate under this Agreement and the Escrow Agreement for and on behalf of the Stockholders, as fully as if the Stockholders were acting on their respective Representatives are entitled own behalf, including, without limitation, defending all indemnity claims against the Stockholders pursuant to Section 10.1 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 by 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 Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2foregoing, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant shall have full power and authority to Section 11.3 from interpret all the terms and provisions of this Agreement and the Escrow Fund by delivering Agreement and to consent to any amendment hereof or thereof on behalf of all such Stockholders and such successors. Notwithstanding the foregoing, each Stockholder shall have the right to exercise any voting rights appertaining to the Martek Escrow Amount. The Stockholders’ Representative and/or shall act as promptly as reasonably possible in carrying out his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimsduties.

Stockholders’ Representative. 11.1 By virtue Each Seller hereby irrevocably authorizes, directs and appoints Meow Holdings LLC to act as sole and exclusive agent, attorney-in-fact and representative (the “Stockholders Representative”) and authorizes and directs the Stockholders Representative to (i) enter into any and all amendments to this Agreement; provided, however, that if the impact of such amendment on J.▇. Childs would be disproportionately adverse as compared to the impact on Meow Holdings, the consent of J.▇. Childs to such amendment shall be required, (ii) take any and all actions (including, without limitation, executing and delivering any documents, including without limitation the Escrow Agreement, incurring any costs and expenses on behalf of the adoption Sellers and making any and all determinations) which may be required or permitted by this Agreement to be taken by the Sellers, provided, however that if the impact of such action on J.▇. Childs would be disproportionately adverse as compared to the impact on Meow Holdings, the consent of J.▇. Childs to such action shall be required; (iii) exercise such other rights, power and authority, as are authorized, delegated and granted to the Stockholders Representative pursuant to this Agreement; and (iv) exercise such rights, power and authority as are incidental to the foregoing. This appointment is coupled with an interest and may not be revoked by any Seller. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Stockholders Representative consistent therewith, shall be absolutely and irrevocably binding on each Seller as if such Seller personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Seller’s capacity. Each Seller agrees that the Stockholders Representative shall not be liable for any actions taken or omitted to be taken under or in connection with this Agreement or the transactions contemplated hereby or thereby, except for such actions taken or omitted to be taken resulting from the Stockholders Representative’s willful misconduct. As part of the Merger Agreement Escrow Funds, $250,000 shall be deducted from the Preliminary Cash Purchase Price and deposited with the Escrow Contributors Agent in a separate account and shall thereafter not be part of the “Escrow Funds” pursuant to the terms of the Escrow Agreement. Such funds shall be deemed used to have approved refund the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket pockets costs and expenses incurred by the Stockholders Representative following the Closing in performance of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger its obligations under this Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue 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 Stockholders’ Representative in connection with the provisions of this Agreement calling for the adoption agreement of the Merger 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 Contributors shall be deemed to have approved the indemnification provisions set forth Agreements, all in the Merger Agreement and this Agreement and the appointment absolute discretion of ▇▇▇▇ ▇▇▇▇▇ as the Stockholders’ Representative, to give (ii) in general, do all things and receive notices perform all acts, including without limitation executing and communicationsdelivering all agreements, to authorize delivery to Parent of Escrow Sharescertificates, Escrow Cash or other property from the Escrow Fundreceipts, to object to such deliveriesconsents, to agree toelections, negotiate, enter into settlements and compromises ofinstructions, and demand dispute resolution pursuant other instruments or documents contemplated by, or deemed by the Stockholders’ Representative to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunderbe necessary or advisable in connection with, this Agreement, and to (iii) take all actions necessary or appropriate desirable in connection with the reasonable judgment defense or settlement of any indemnification claims pursuant to Article 9 and performance of obligations under Article 3. All decisions by the Stockholders’ Representative for shall be binding upon all Stockholders, and no Stockholder shall have the accomplishment of right to object, dissent, protest or otherwise contest the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreementsame. The Stockholders’ Representative may from time communicate with any Stockholder or any other Person concerning his responsibilities hereunder, but it is not required to time deliver claims to do so, provided, however, that until the Escrow Agent certifying and itemizing in reasonable detail any amounts to which final distribution of the Escrowed Funds, the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant shall respond to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands reasonable requests made by any Parent Indemnitees, Stockholder with respect to the Escrow Agent shall first pay claims Agreements. The Stockholders’ Representative has a duty to serve in good faith the interests of Stockholders and to perform its designated role under this Agreement, but the Stockholders’ Representative submitted pursuant shall have no financial liability whatsoever to Section 11.3 from the Escrow Fund any Person relating to its service hereunder (including any action taken or omitted to be taken), except that it shall be liable for harm which it directly causes by delivering to an act of willful misconduct or gross negligence. Parent acknowledges and agrees that the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal may resign as Stockholders’ Representative at any time by written notice delivered to each Stockholder and to Parent, and that upon such resignation the aggregate amount of such claimsStockholders shall promptly select a successor Stockholders’ Representative.

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and (a) The Company Stockholders, by adopting this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as Escrow Agreement, and the transactions contemplated hereby and thereby, hereby irrevocably appoint the Stockholders’ RepresentativeRepresentative as their agent and attorney-in-fact for purposes of this Agreement and the Escrow Agreement, and consent to give the taking by the Stockholders’ Representative of any and receive notices all actions and communicationsthe making of any decisions required or permitted to be taken by it under this Agreement or the Escrow Agreement (including without limitation the authority to prepare the Closing Merger Consideration Spreadsheet, the OUS Consideration Spreadsheet, the PMA Consideration Spreadsheet, the Outstanding Consideration Spreadsheet and the Tax Grant Consideration Spreadsheet, as applicable, authorize the delivery of the Parent Common Stock Certificates to the Company Stockholders, authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiateShares in satisfaction of Claims by Parent, enter into settlements and compromises of, of and demand dispute resolution pursuant arbitration and to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) arbitrators with respect to claims of Indemnitees hereundersuch Claims, to resolve any Claim made pursuant to Article XI hereof, to agree to, negotiate and enter into settlements and compromises with respect to the Contingent Merger Shares, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically). Essex Woodlands Health Ventures, without any further action or notice, become Inc. hereby accepts its appointment as the Stockholders’ Representative for all purposes of this Agreement and the Escrow Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses . A decision, act, consent or instruction of the Stockholders’ Representative shall constitute a decision of the Company Stockholders and shall be final, binding and conclusive upon the Company Stockholders. Parent, and its Affiliates and Representatives, and the Escrow Agent shall be entitled to indemnifydeal exclusively with the Stockholders’ Representative on all matters relating to this Agreement and the Escrow Agreement, defend and hold harmless shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document, instrument or certificate 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. Parent, and its Affiliates and Representatives, and the Escrow Agent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders’ Representative. (b) If the Stockholders’ Representative is dissolved or resigns in writing as the Stockholders’ Representative (by written resignation delivered to Parent and R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇), then R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall serve as Stockholders’ Representative and shall become the “Stockholders’ Representative” for purposes of this Agreement and the Escrow Agreement. (c) As used herein, the term “SR Parties” means the Stockholders’ Representative and his affiliates its Affiliates, and all of its and their respective Representatives Representatives. No SR Party shall be liable for certain losses, liabilities and expenses pursuant any act done or omitted that is in any way related to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates its rights, duties or their respective Representatives are entitled pursuant to Section 10.1 obligations, except in the case of willful misconduct by the Merger Agreement. 11.4 At Stockholders’ Representative. The Company Stockholders shall jointly and severally (directly and not from the time of Escrow Amount or the distribution Administrative Expense Account) indemnify the SR Parties and hold the SR Parties harmless from and against any and all Losses and other charges or expenses incurred on the part of any Escrow Shares SR Party and arising out of or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 in connection with the acceptance or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims administration of the Stockholders’ Representative submitted pursuant to Section 11.3 from Representative’s duties under this Agreement, the Escrow Fund Agreement or in connection with the transactions contemplated hereby or thereby (including those incurred to defend against any claim of liability with respect to any action taken or omitted by delivering to any SR Party), including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals, in each case other than resulting solely from willful misconduct by the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimsRepresentative.

Stockholders’ Representative. 11.1 By virtue (a) Each of (i) the Company Stockholders, by the requisite approval and adoption of this Agreement, and the Diamond Castle Entities exercise of the adoption drag along rights pursuant to the Stockholders Letter Agreement and (ii) DLJ, irrevocably appoint the Stockholders’ Representative as their agent and attorney-in-fact to act on behalf of each Company Stockholder and DLJ, in connection with and to facilitate the consummation of the Merger Agreement transactions contemplated hereby. The Stockholders’ Representative is authorized: (i) to take all action necessary to consummate the transactions contemplated hereby, or the defense and/or settlement of any claims for which MCC or any other MCC Indemnified Party may seek indemnity pursuant to this Article VIII and the Escrow Contributors shall Agreement, (ii) to prosecute on behalf of the Company Stockholders and DLJ indemnification claims against MCC or the Surviving Company under this Article VIII, (iii) to give and receive all notices required to be deemed to have approved the indemnification provisions set forth in the Merger Agreement and given under this Agreement and the appointment Escrow Agreement and (iv) to take any and all additional action as is contemplated to be taken by the Stockholders’ Representative or by or on behalf of ▇▇▇▇ ▇▇▇▇▇ the Company Stockholders and DLJ by the terms of this Agreement or any Ancillary Agreement; provided, however, that the powers conferred above shall not authorize or empower the Stockholders’ Representative to do or cause to be done any of the foregoing in a manner that improperly discriminates between or among the Company Stockholders and DLJ, and provided further that the Stockholders’ Representative shall not be entitled to, and shall not, take any action that would or could (y) result in the amounts payable hereunder to any Company Stockholder or DLJ being distributed in any manner other than as set forth in this Agreement and the Escrow Agreement or (z) result in any Company Stockholder or DLJ having any indemnity or other obligations or liabilities under this Agreement (including, for the avoidance of doubt, any adverse change to the nature of the indemnity obligations), in excess of those set forth in this Article VIII, without (in each case) such Company Stockholder’s or DLJ’s prior written consent, as applicable. (b) To the fullest extent permitted by Law, all decisions and actions by the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automaticallyincluding, without limitation, any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of agreement between the Stockholders’ Representative and MCC relating to indemnify(i) the defense or settlement of any claims for which any indemnifying parties may be required to indemnify any MCC Indemnified Party or Parties pursuant to this Article VIII and the Escrow Agreement or (ii) the defense or settlement of any claims for which any indemnifying parties may be required to indemnify any Stockholder Indemnified Party or Parties pursuant to this Article VIII, defend shall be binding upon all of the applicable parties, and hold harmless subject to 8.5(a), neither any Company Stockholder nor DLJ shall have the right to object, dissent, protest or otherwise contest the same. (c) The Stockholders’ Representative and his affiliates and shall not have any liability to the Company Stockholders, DLJ, MCC, the Company or their respective Representatives Affiliates for certain losses, liabilities and expenses pursuant to Section 10.1 any act done or omitted hereunder or under any Ancillary Agreement as Stockholders’ Representative (except in the case of the Merger Agreementwillful misconduct or fraud). The Stockholders’ Representative may shall be indemnified, held harmless and defended by the Company Stockholders and DLJ from time and against all Losses arising out of or in connection with (i) the Stockholders’ Representative’s actions taken, or omissions to time deliver claims act, arising out of, in connection with, or otherwise with respect to this Agreement and the Escrow Agent certifying Agreement, and itemizing in reasonable detail any amounts (ii) actions taken with respect to which this Agreement and the Escrow Agreement believed by the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 be within the scope of its authority; provided that such Losses do not arise out of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares willful misconduct or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims fraud of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to Representative. The parties acknowledge and agree that the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate is a party to this Agreement Conversion Price and/or Escrow Cash equal solely for the convenience of the parties in connection with the performance of the duties described in this Section 8.5 and for no other purpose. (d) To the fullest extent permitted by Law and (i) with respect to the aggregate amount Company Stockholders, as a result of such claims.exercise of the drag along rights under the Investors’ Shareholders Agreement and the Management Shareholders Agreement, and

Stockholders’ Representative. 11.1 By virtue of the adoption of this Agreement and the Merger Agreement transactions contemplated hereby, the Escrow Contributors approval of the principal 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 approved appointed the indemnification provisions set forth in the Merger Agreement designation of, and this Agreement and the appointment of hereby designates, Hunniwell ▇▇▇▇ ▇▇▇▇▇ I, LLC as the Stockholders’ RepresentativeRepresentative for all purposes in connection with this Agreement and any agreement ancillary hereto, including (a) to give and receive notices and communications, to authorize delivery communications to Parent for any purpose under this Agreement and the Additional Agreements; (b) to act on behalf of Escrow Shares, Escrow Cash or other property from Company Securityholders in accordance with the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 provisions of the Merger Agreement, the securities described herein and any other document or instrument executed in connection with the Agreement and comply with orders of courts the Mergers; and awards of Arbitrator(s(c) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor . The Stockholders’ Representative appointed pursuant may resign at any time. Such agency may be changed by the Company Securityholders from time to Section 10.1(ltime upon no less than twenty (20) of the Merger Agreement shall automaticallydays’ prior written notice to Parent; provided, without any further action or noticehowever, become that the Stockholders’ Representative for all purposes may not be removed unless holders of this Agreement. 11.3 The a majority of the Company Stockholders have agreed Securities (on an as converted or exercised basis) outstanding immediately prior to pay certain out-of-pocket costs and expenses 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 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 the Stockholders’ Representative’s services pursuant to this Agreement and any agreement ancillary hereto, except in the event of liability directly resulting from the Stockholders’ Representative’s gross negligence or willful misconduct. The Stockholders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Company Securityholders will indemnify, defend and hold harmless the Stockholders’ Representative from and his affiliates against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their respective Representatives for certain lossesstaffs and all expense of document location, liabilities duplication and expenses pursuant to Section 10.1 shipment) (collectively, “Representative Losses”) arising out of or in connection with the Stockholders’ Representative’s execution and performance of this Agreement and any agreement ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that Representative Losses shall not include costs (other than third party expenses) incurred by the Stockholders’ Representative in the ordinary course of business of the Merger Stockholders’ Representative under the engagement letter entered into by the Stockholders’ Representative, the Company, and certain of the Company Securityholders; and provided, further, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the 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 paid directly to the Stockholders’ 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 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 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 may 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 time 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 time deliver claims to its creditors in the Escrow Agent certifying and itemizing in reasonable detail any amounts to which event of bankruptcy. As soon as practicable following the completion of the Stockholders’ Representative’s responsibilities, the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 will deliver any remaining balance of the Merger Agreement. 11.4 At 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 the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimsClosing.

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of (a) ▇▇▇▇▇ ▇▇▇▇▇ (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 Company Stockholders and to take any and all actions required or permitted to be taken by the Stockholders’ RepresentativeRepresentative under this 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 terms of the Escrow Agreement (including, without limitation, the exercise of the power to give and receive notices and communications, to (i) authorize the delivery to Parent of Escrow SharesShares to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to (ii) agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to any claims of Indemnitees hereunder, for indemnification and to (iii) take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant ). In all matters relating to Section 10.1(l) of the Merger Agreement shall automaticallythis Article IX, without any further action or notice, become the Stockholders’ Representative for shall be the only party entitled to assert the rights of the Company Stockholders, and the Stockholders’ Representative shall perform all purposes of this Agreement. 11.3 The the obligations of the Company Stockholders have agreed hereunder. The Parent Indemnified Parties shall be entitled to pay certain out-of-pocket costs rely on all statements, representations and expenses decisions of the Stockholders’ Representative and to indemnify, defend and hold harmless Representative. (b) The Company Stockholders shall be bound by all actions taken by the Stockholders’ Representative in his, her or its capacity thereof, except for any action that conflicts with the limitations set forth in subsection (d) below. The Stockholders’ Representative shall promptly, and his affiliates and their respective Representatives for certain lossesin any event within five business days, liabilities and expenses provide written notice to the Company Stockholders of any action taken on behalf of them by the Stockholders’ Representative pursuant to the authority delegated to the Stockholders’ Representative under this Section 10.1 9.05. The Stockholders’ Representative 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 best interest of the Merger Company Stockholders. Neither the Stockholders’ Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted 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 may from time consult with legal counsel, independent public accountants and other experts selected by it. The Stockholders’ Representative shall not have any duty to time deliver claims ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Escrow Agent certifying and itemizing Agreement. As to any matters not expressly provided for in reasonable detail any amounts to which this Agreement or the Escrow Agreement, the Stockholders’ Representative shall not exercise any discretion or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreementtake any action. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, (c) Each Company Stockholder shall indemnify and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of hold harmless and reimburse the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund and against such Company Stockholder’s ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by delivering to the Stockholders’ Representative and/or his designees arising out of or resulting from any action taken or omitted to be taken by the Stockholders’ Representative under this Agreement or the Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Stockholders’ Representative’s gross negligence, bad faith or willful misconduct. (d) Notwithstanding anything to the aggregate amount contrary herein or in the Escrow Agreement, the Stockholders’ Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any merger consideration to which such claimsCompany Stockholder is entitled under this Agreement and 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 Company Stockholder unless the Stockholders’ Representative is expressly authorized to do so in a writing signed by such Company Stockholder.

Stockholders’ Representative. 11.1 By virtue of (a) As used in this Agreement, the adoption of the Merger Agreement the Escrow Contributors "Stockholders' Representative" shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of mean Joel ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ any person appointed as the a successor Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution ' Representative pursuant to Section 10 1.06(b) hereof. (b) During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations hereunder and all obligations under the Escrow Agreement), the Stockholders who, immediately prior to the Closing, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the Merger Agreement and comply with orders amount of courts and awards of Arbitrator(s) with respect such Company Common Stock outstanding immediately prior to claims of Indemnitees hereundersuch time (a "Majority"), and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automaticallymay, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims upon written notice to the Escrow Agent certifying Stockholders' Representative and itemizing GRS, remove the Stockholders' Representative or appoint a new Stockholders' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Stockholders' Representative. Furthermore, if the Stockholders' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Stockholders' Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Stockholders' Representative within 20 business days from a request by GRS to appoint a successor Stockholders' Representative, GRS shall have the right to appoint a Stockholders' Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock immediately prior to the Closing of such appointment by written notice. A copy of any appointment by the Majority of any successor Stockholders' Representative shall be provided to GRS promptly after it shall have been effected. (c) The Stockholders' Representative shall be authorized to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in reasonable detail any amounts to this Agreement (an "Instrument") which the Stockholders’ ' Representative determines to be necessary, appropriate or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2desirable, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may beand, in respect of Indemnification Demands made by any Parent Indemniteesconnection therewith, to hire or retain, at the Escrow Agent shall first pay claims sole expense of the Stockholders’ , such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant the Stockholders' Representative submitted pursuant the right and power to Section 11.3 from execute the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of on their behalf with such claims.changes or amendments thereto as

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ (a) The Stockholders’ Representative is hereby irrevocably appointed as the Stockholders’ Representative, agent, proxy, and attorney-in-fact for all the Stockholders for all purposes under this Agreement including the full power and authority on the Stockholders’ behalf: (i) to give consummate the transactions contemplated under this Agreement and receive notices the other agreements, instruments, and communicationsdocuments contemplated hereby or executed in connection herewith, (ii) to negotiate and settle disputes arising under, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree relating to, negotiatethis Agreement and the other agreements, enter into settlements and compromises ofinstruments, and demand dispute resolution documents contemplated hereby or executed in connection herewith, (iii) to receive and disburse to the Stockholders any funds received on behalf of the Stockholders under this Agreement or otherwise, (iv) to withhold any amounts received on behalf of the Stockholders pursuant to Section 10 of this Agreement, or otherwise to satisfy any and all obligations or liabilities incurred by the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary Stockholders or appropriate in the reasonable judgment of the Stockholders’ Representative in the performance of their duties hereunder, (v) to direct the distribution of funds, engage the Company to distribute funds (including the Merger Consideration, the Net Positive Purchase Price Adjustment Amount (if any), the Adjustment Holdback Release Amount), give receipts for funds, make or direct payments of funds from the accomplishment Adjustment Holdback Amount in satisfaction of claims asserted by Buyer, and object to any claims by any Person against the Adjustment Holdback Amount, (vi) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of the foregoing.Stockholders), and 11.2 Any successor Stockholders’ Representative appointed pursuant (vii) to Section 10.1(l) take all other actions to be taken by or on behalf of the Merger Stockholders in connection with this Agreement shall automaticallyand the other agreements, instruments, and documents contemplated hereby or executed in connection herewith. The Stockholders, by approving this Agreement (whether by vote or by execution of a Letter of Transmittal), further agree that such agency and proxy are coupled with an interest, are therefore irrevocable without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses consent of the Stockholders’ Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Stockholder. All decisions and actions by the Stockholders’ Representative shall be binding upon all of the Stockholders and no Stockholder shall have the right to indemnifyobject, defend dissent, protest or otherwise contest the same. If an allocation is not otherwise provided for in this Agreement, the Stockholders’ Representative shall distribute funds to the Stockholders in accordance with their respective Pro Rata Share. Buyer and Merger Sub may conclusively rely, without independent verification or investigation, upon any such decision or action of the Stockholders’ Representative as being the binding decision or action of every Stockholder, and neither Buyer nor Merger Sub shall be liable to any Stockholder or any other Persons for any actions taken or omitted from being taken by them or by Buyer or Merger Sub in accordance with or reliance upon any such decision or action of the Stockholders’ Representative. The Stockholders’ Representative shall have no duties or obligations to the Stockholders hereunder, except as expressly set forth in this Agreement, and no implied covenants, agreements, functions, duties, responsibilities, obligations or liabilities shall be read into this Agreement, or shall otherwise exist against the Stockholders’ Representative. (b) By the approval of this Agreement, each Stockholder hereby severally, for itself only and not jointly and up to its Pro Rata Share, agrees to indemnify and hold harmless the Stockholders’ Representative and his affiliates its partners, managers, officers, agents and their respective Representatives for certain lossesother representatives against all expenses (including reasonable attorneys’ fees), liabilities judgments, fines and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing amounts incurred by such Persons in reasonable detail connection with any amounts action, suit or proceeding to which the Stockholders’ Representative or his affiliates such other Person is made a party by reason of the fact that it is or their respective Representatives are entitled was acting as the Stockholders’ Representative pursuant to Section 10.1 the terms of the Merger this Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, other than as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims a result of the Stockholders’ Representative’s bad faith or willful misconduct. (c) Neither the Stockholders’ Representative submitted pursuant nor any of its members, managers, officers, agents or other representatives shall incur any liability to Section 11.3 any Stockholder by virtue of the failure or refusal of such Persons for any reason to consummate the transactions contemplated hereby or relating to the performance of their duties hereunder, except for actions or omissions constituting bad faith or willful misconduct. The Stockholders’ Representative and its members, managers, officers, agents and other representatives and their respective Affiliates shall have no liability in respect of any Legal Proceeding brought against such Persons by any Stockholder, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, unless such Persons took or omitted taking any action in bad faith or as result of willful misconduct. (d) The Stockholders’ Representative shall have the right, in its sole discretion, to recover from any amounts withheld by the Stockholders’ Representative, its reasonable out of pocket expenses incurred in the performance of its duties hereunder (the “Charges”). In the event such amounts are insufficient to satisfy the Charges, then the Stockholders’ Representative may recover such deficit from the Escrow Fund by delivering Adjustment Holdback Amount. In event the Adjustment Holdback Amount is insufficient to satisfy such deficit, each Stockholder will be obligated to pay any remaining unpaid amounts to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal on a several, and not joint, basis, up to each such Stockholder’s Pro Rata Share. (e) In the aggregate amount event that the Stockholders’ Representative becomes unable or unwilling to continue in its capacity as the Stockholders’ Representative, or if the Stockholders’ Representative resigns as the Stockholders’ Representative, a majority in interest of the Stockholders may by written consent appoint a new representative as the Stockholders’ Representative. Notice and a copy of the written consent appointing such claimsnew representative and bearing the signatures of a majority in interest of the Stockholders must be delivered to Buyer. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Buyer.

Stockholders’ Representative. 11.1 By virtue (a) Stockholders' Representative may be changed by Target Stockholders from time to time upon not less than 10 days' prior written notice to Acquiror; provided that Stockholders' Representative may not be removed unless holders of a majority in interest of the adoption Escrow Fund agree to such removal and to the identity of the Merger Agreement the Escrow Contributors substituted agent. No bond shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment required of ▇▇▇▇ ▇▇▇▇▇ as the Stockholders’ ' Representative, and Stockholders' Representative shall not receive compensation for his or her services. Notices or communications to give or from Stockholders' Representative shall constitute notice to or from each of the Target Stockholders. Stockholders' Representative shall be entitled to submit a claim and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property reimbursement from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative Fund for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain reasonable, documented out-of-pocket costs expenses incurred by Stockholders' Representative as a result of acting as the Stockholders' Representative; provided, however, that such right to reimbursement shall be subordinate to Acquiror's claims on the Escrow Fund, if any, and shall be paid only after all such claims have been satisfied. Any such reimbursement shall be paid in Escrow Shares out of the Escrow Fund. For purposes of such reimbursement of Stockholders' Representative, Escrow Shares shall be valued at the at the average closing price of the Acquiror's Common Stock shares (as quoted on NASDAQ as reported in The Wall Street Journal) for the ten trading days immediately prior to the date of any such reimbursement. (b) Stockholders' Representative shall not be liable for any act done or omitted hereunder as Stockholders' Representative while acting in good faith and in the exercise of reasonable judgment. Target Stockholders on whose behalf Escrow Shares were contributed to the Escrow Fund shall severally indemnify Stockholders' Representative and hold Stockholders' Representative harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of Stockholders' Representative and arising out of or in connection with the acceptance or administration of Stockholders' Representative's duties hereunder, including the reasonable fees and expenses of the any legal counsel retained by Stockholders’ ' Representative. (c) Stockholders' Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 shall act by vote or written action or consent of a majority of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 members of the Merger Agreement. 11.4 At Committee. A decision, act, consent or instruction of Stockholders' Representative shall constitute a decision of all Target Stockholders and shall be final, binding and conclusive upon each of such stockholders, and Escrow Agent, Acquiror, Surviving Corporation, and all other Indemnified Persons may rely upon any such decision, act, consent or instruction of Stockholders' Representative as being the time decision, act, consent or instruction of the distribution of each and every such Target Stockholder. Escrow Agent, Acquiror, Surviving Corporation, and all other Indemnified Persons are hereby relieved from any Escrow Shares or Escrow Cash liability to any Escrow Contributors pursuant to Section 8.1 person for any acts done by them in accordance with such decision, act, consent or Section 8.2, and subject to the retention instruction of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims' Representative.

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and approving this Agreement and the appointment transactions contemplated hereby and delivering a Letter of ▇▇▇▇ ▇▇▇▇▇ Transmittal, each Company Stockholder shall have irrevocably authorized, directed and appointed the Stockholders’ Representative to act as sole and exclusive agent, attorney-in-fact and representative of the Company Stockholders, with full power of substitution with respect to all matters under this Agreement and the transactions contemplated hereby, including, without limitation, determining, giving and receiving notices and processes hereunder, receiving distributions of the merger 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 reasonably deem necessary or prudent in connection with the foregoing. The Stockholders’ Representative shall 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 claims for indemnification under ARTICLE VI and to settle any claim or 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, to give shall be absolutely and receive notices and communicationsirrevocably binding on each Company Stockholder as if such Company Stockholders personally had taken such action, to authorize delivery to Parent of Escrow Sharesexercised such rights, Escrow Cash power or other property from the Escrow Fund, to object to authority or made such deliveries, to agree to, negotiate, enter into settlements and compromises ofdecision or determination in such Company Stockholder’s individual capacity, and demand dispute resolution pursuant no Company Stockholder shall have the right to Section 10 of object, dissent, protest or otherwise contest the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect same. Any action required to claims of Indemnitees be taken by the Company Stockholders hereunder or any action that the Company Stockholders, at their election, have the right to take hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of be taken only by the Stockholders’ Representative and no Company Stockholder acting on its own shall be entitled to indemnifytake any such action. After Closing, defend Parent shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to this Agreement and hold harmless 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 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 his affiliates Parent relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all the Company Stockholders and their respective Representatives for certain lossesshall be final, liabilities binding and expenses pursuant conclusive upon each such Person. No Company Stockholder shall have the right to Section 10.1 of object to, dissent from, protest or otherwise contest the Merger Agreementsame. The Stockholders’ Representative may from time to time deliver claims to provisions of this Section 9.15(a), including the Escrow Agent certifying power of attorney granted hereby, are independent and itemizing in reasonable detail severable, are irrevocable and coupled with an interest and shall not be terminated by any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution act of any Escrow Shares one or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 the Company Stockholders or Section 8.2, and subject to the retention by operation of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimsLaw.

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and (a) Each Principal Stockholder, by executing this Agreement and the appointment of Agreement, hereby irrevocably appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Stockholders’ Representative”) as his, her or its agent and attorney-in-fact and authorizes the Stockholders’ RepresentativeRepresentative to take, and consent to the Stockholders’ Representative taking, the following actions for and on behalf of such Principal Stockholder: (i) to give and receive notices and communications, (ii) to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property Shares from the Escrow FundFund in satisfaction of claims by the Parent Indemnitees, (iii) to object to such deliveries, (iv) to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement arbitration and comply with orders of courts and awards of Arbitrator(s) arbitrators with respect to, such claims, (v) to claims of Indemnitees hereunder, take all other actions contemplated for the Stockholders’ Representative in this Agreement and (vi) to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant . Parent shall be entitled to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become deal exclusively with the Stockholders’ Representative on all such matters relating to this Agreement (including ARTICLE 7) 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 Principal Stockholder by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of any Principal Stockholder by the Stockholders’ Representative, as fully binding upon such Principal Stockholder. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each of the Principal Stockholders. Any decision or action by the Stockholders’ Representative hereunder, including any agreement between the Stockholders’ Representative and Parent relating to the defense, payment or settlement of any claims to indemnify, hold harmless or reimburse any Parent Indemnitee hereunder, shall constitute a decision or action of all Principal Stockholders and shall be final, binding and conclusive upon each such Principal Stockholder. No Principal Stockholders shall have the right to object to, dissent from, protest or otherwise contest the same. (b) If the Stockholders’ Representative shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Principal Stockholders, then within thirty (30) days after such death or disability, the Principal Stockholders shall appoint a successor and such successor shall become the “Stockholders’ Representative” for all purposes of this Agreementhereunder. 11.3 (c) The Company Stockholders’ Representative shall not be liable for any act done or omitted hereunder as Stockholders’ Representative while acting in good faith and in the exercise of reasonable judgment. The Principal Stockholders have agreed to pay certain out-of-pocket costs shall severally indemnify the Stockholders’ Representative and expenses hold the Stockholders’ Representative harmless against and from any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of the Stockholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholders’ Representative, as set forth in Section 8.1(e). (d) The Stockholders’ Representative shall be entitled to indemnifyrely upon any order, defend and hold harmless judgment, certificate, demand, notice, instrument or other writing delivered to him hereunder without being required to investigate the validity or accuracy thereof nor shall the Stockholders’ Representative and his affiliates and their respective Representatives be responsible for certain losses, liabilities and expenses pursuant to Section 10.1 the validity or sufficiency of the Merger this Agreement. The In all questions arising under this Agreement, the Stockholders’ Representative may from time to time deliver claims to rely on the Escrow Agent certifying advice of counsel, and itemizing for anything done, omitted or suffered in reasonable detail any amounts to which good faith by the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant based on such advice, the Stockholders’ Representative shall not be liable to Section 10.1 of the Merger Agreementanyone. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent (e) No bond shall first pay claims be required of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to Representative, and the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to shall receive no compensation for its services. The reasonable expenses incurred by the aggregate amount Stockholders’ Representative while acting on behalf of such claimsthe Principal Stockholders under the authorization granted in this Section 8.1 shall be borne severally by the Principal Stockholders.

Stockholders’ Representative. 11.1 By virtue 6.01 The Stockholders, and each of them, hereby appoint the Stockholders' Representative as their agent to (i) represent, act for and on behalf of, and bind each of the adoption Stockholders in the performance of all of their obligations arising from or relating to this Escrow Agreement, including, without limitation (a) the execution and delivery of any document, certificate or agreement required under this Escrow Agreement to be delivered by the Stockholders; (b) the negotiation and settlement of claims of Vizacom in respect of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement Escrowed Property and the appointment making of ▇▇▇▇ ▇▇▇▇▇ as any objection to such claims; and (c) the Stockholders’ Representative, to representation of the Stockholders at any arbitration or litigation in respect of the foregoing; (ii) give and receive notices and communicationsreceive service of process under or pursuant to this Escrow Agreement; and (iii) to represent, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofact for, and demand dispute resolution pursuant to Section 10 bind each of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate Stockholders in the reasonable judgment performance of the Stockholders’ Representative for the accomplishment all of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant their obligations arising from or related to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Escrow Agreement. The Stockholders’ ' Representative hereby accepts such appointment. 6.02 In the event that the Stockholders' Representative shall resign or otherwise be unable to fulfill its duties hereunder, a successor Stockholders' Representative shall be selected by the Stockholders entitled to a majority of the Escrowed Property as soon as reasonably practicable thereafter. If the Stockholders desire to remove or replace the Stockholders' Representative for any reason, any such Stockholders' Representative may from time be so removed or replaced by the Stockholders entitled to time deliver claims to receive a majority of such Escrowed Property. Any decision, act, consent or instruction of the Stockholders' Representative shall constitute a decision of the Stockholders and shall be conclusive and binding upon the Stockholders, and Vizacom and the Escrow Agent certifying and itemizing in reasonable detail may rely upon any amounts to which the Stockholders’ Representative such decision, act, consent or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims instruction of the Stockholders’ ' Representative submitted pursuant to Section 11.3 from as being the Escrow Fund by delivering to decision, act, consent or instruction of the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue Without limiting the generality of Section 5(a) of this Agreement, the Stockholder hereby absolutely, unconditionally and irrevocably, covenants and agrees that the Stockholders’ Representative is irrevocably appointed to act as the representative, agent and attorney-in-fact for the Stockholder in its capacity as an Equityholder for all purposes under the Merger Agreement, the Escrow Agreement and the Payments Administration Agreement, and any agreement or instrument entered into or delivered in connection with the Mergers (including with respect to all post-Closing matters requiring any action or decision by the Stockholder). Without limiting the generality of the adoption foregoing, the Stockholders’ Representative shall be the exclusive representative, agent and attorney-in-fact for and on behalf of the Stockholder, with full power and authority to exercise any other rights to: (i) execute and deliver all documents necessary or desirable to carry out the intent of the Merger Agreement Agreement, the Escrow Contributors shall be deemed Agreement and any other Additional Agreements, (ii) serve as the named party with respect to have approved any such claims on behalf of the indemnification provisions set forth in Stockholder under the Merger Agreement, (iii) give and receive on behalf of the Stockholder any and all notices and documents from or to the Stockholder thereunder or under the Merger Agreement and this any Additional Agreement, (iv) grant any consent, approval or waiver on behalf of the Stockholder under the Merger Agreement and any Additional Agreement, (v) pay amounts therefrom in connection with the Merger Agreement and enforcement of rights thereunder, and (vi) make all other elections or decisions contemplated by the Merger Agreement and any Additional Agreement on behalf of the Stockholder. The Stockholder does hereby give and grant unto the Stockholders’ Representative the power and authority to do and perform each such act and thing whatsoever that the Stockholder may or is required to do pursuant to the Merger Agreement and all Additional Agreements, and to amend, modify or supplement any of the foregoing in the Stockholder’s name, place and stead, as if the Stockholder had personally done such act. The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of the Stockholder shall not terminate such appointment or the authority and agency of ▇▇▇▇ ▇▇▇▇▇ as the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 . The Company Stockholders have agreed to pay certain outpower-of-pocket costs attorney granted hereunder is coupled with an interest and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreementis irrevocable. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of (a) ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is hereby appointed to serve as the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment Company Stockholders for the purposes of this Agreement, including but not limited to Section 2.6 and Article VIII, and for taking any and all actions as the foregoing. 11.2 Any successor “Stockholders’ Representative appointed pursuant Representative” under the Escrow Agreement, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby accepts the appointment as the Stockholders’ Representative. Buyer shall be entitled to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become deal exclusively with the Stockholders’ Representative on all matters relating to the aforementioned sections, 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 the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of the Stockholders’ Representative, as fully binding upon the Company Stockholders and the Participants. (b) The Stockholders’ Representative shall not be liable to any Company Stockholder for all 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. Buyer will have no liability to any stockholder or otherwise arising out of the acts or omissions of the Stockholders’ Representative. (c) If the Stockholders’ Representative shall die, become disabled, resign or otherwise be unable or unwilling to fulfill his responsibilities as agent of the Company Stockholders, then a majority in interest of the Company Stockholders shall, promptly after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Buyer of the identity of such successor. Any such successor shall become the “Stockholders’ Representative” for purposes of this Agreement. 11.3 The Company Stockholders have agreed , including but not limited to pay certain out-of-pocket costs the purposes described in Section 2.6 and expenses of the Article VIII. If for any reason there is no Stockholders’ Representative and to indemnifyat any time, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering all references herein to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal shall be deemed to refer to a majority in interest of the aggregate amount of such claimsCompany Stockholders.

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors (a) The “Stockholders Representative” shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇▇▇ ▇▇▇▇▇ , who may be replaced by the Company prior to the Effective Time. The Stockholders Representative shall be constituted and appointed as agent and attorney-in-fact for and on behalf of each of the Stockholders’ RepresentativeCompany Stockholders and the Company Vested Stock Optionholders receiving consideration pursuant to Article I. The Stockholders Representative shall have full power and authority to represent all such Company Stockholders and Company Vested Stock Optionholders and their respective successors with respect to all matters arising under this Agreement and the 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, to give as fully as if the Company Stockholders and receive notices and communicationsthe Company Vested Stock Optionholders were acting on their own behalf, to authorize delivery to Parent of Escrow Sharesincluding, Escrow Cash or other property from the Escrow Fundwithout limitation, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution defending all indemnity claims pursuant to Section 10 of 8.2, consenting to, compromising or settling all such indemnity claims, conducting negotiations with Parent and the Merger Indemnity Agent under this Agreement and comply with orders of courts the Indemnity Agreement, taking any and awards of Arbitrator(s) with respect to claims of Indemnitees hereunderall other actions specified in or contemplated by this Agreement and the Indemnity Agreement, and to take all actions necessary engaging counsel, accountants or appropriate other Stockholders Representatives in connection with the reasonable judgment of foregoing matters. Without limiting the Stockholders’ Representative for the accomplishment generality of the foregoing. 11.2 Any successor Stockholders’ , the Stockholders Representative appointed pursuant shall have full power and authority to Section 10.1(l) interpret all the terms and 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 Company Vested Stock Optionholders and such successors. The Person designated to serve as the Stockholders Representative may be changed by the holders of a majority in interest of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may Indemnity Fund from time to time deliver claims upon not less than ten (10) days prior written notice to 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 its services hereunder shall be reimbursed from the Indemnity Fund upon presentation of appropriate expense documentation as and to the Escrow Agent certifying and itemizing extent expressly provided in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Indemnity Agreement. 11.4 At (b) The Stockholders Representative shall not be liable to the time Company Stockholders or the Company Vested Stock Optionholders for any act done or omitted hereunder or under the Indemnity Agreement as Stockholders Representative while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the written advice of counsel shall be conclusive evidence of such good faith. The Company Stockholders and the Company Vested Stock Optionholders shall severally indemnify the Stockholders Representative and hold it harmless from and against any loss, liability or expense incurred without gross negligence or bad faith on the part of the distribution Stockholders Representative and arising out of or in connection with the acceptance and administration of its duties hereunder. (c) The Stockholders Representative shall treat confidentially and not disclose any Escrow Shares nonpublic information from or Escrow Cash about the Company to any Escrow Contributors pursuant anyone (except on a need to Section 8.1 or Section 8.2, and subject know basis to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant individuals who agree to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of treat such claimsinformation confidentially).

Stockholders’ Representative. 11.1 (a) By virtue of the adoption of the Merger Agreement Mergers, and by receiving the Escrow Contributors benefits thereof, including any consideration payable hereunder, each of the Sellers shall be deemed to have approved irrevocably constituted and appointed, and hereby irrevocably constitutes and appoints Shareholder Representative Services LLC to be the indemnification provisions set forth “Stockholders’ Representative” as of the Closing, and to be his, her or its representative, agent and attorney-in-fact for all purposes in the Merger Agreement and connection with this Agreement and the agreements ancillary hereto, with full power of substitution to act as agent and representative for and on behalf of Sellers with respect to any matter arising under or in connection with this Agreement or the Escrow Agreement or the agreements ancillary hereto or thereto. The appointment of ▇▇▇▇ ▇▇▇▇▇ the Stockholders’ Representative as each Seller’s attorney-in-fact revokes any power of attorney heretofore granted that authorized any other person or persons to act as agent and to represent such Seller with regard to this Agreement or the Escrow Agreement. The appointment of the Stockholders’ Representative as attorney-in-fact pursuant thereto is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, each of the Sellers has authorized the Stockholders’ Representative to act on its behalf in connection with (i) executing and delivering, on behalf of Sellers, any and all documents or certificates to be executed by Sellers in connection with this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby, and (ii) the Escrow Agreement upon the terms and conditions set forth therein. In connection with the foregoing, the Stockholders’ Representative shall be entitled to retain counsel and to incur such fees, costs and expenses as the Stockholders’ Representative deems to be necessary or appropriate. (b) Shareholder Representative Services LLC hereby (i) confirms its acceptance and appointment as the Stockholders’ Representative and authorization to act as attorney-in-fact and agent on behalf of each Seller in accordance with the terms of this Agreement and the Escrow Agreement, and (ii) agrees to perform its obligations hereunder and thereunder and otherwise comply with this Agreement and the Escrow Agreement. (c) Parent and any other person may conclusively and absolutely rely, without inquiry, upon any action or decision of the Stockholders’ Representative in all matters referred to herein. Parent is entitled to deal exclusively with the Stockholders’ Representative on all matters arising under or in connection with this Agreement or the Escrow Agreement. Any action taken or not taken or decisions, communications or writings made, given or executed by the Stockholders’ Representative with respect to all such matters, for or on behalf of any Seller, shall be deemed an action taken or not taken or decisions, communications or writings made, given or executed by such Seller. Any notice or communication delivered by Parent to the Stockholders’ Representative shall be deemed to have been delivered to all Sellers. Parent shall be entitled to disregard any decisions, communications or writings made, given or executed by any Seller in connection with any matter arising under or in connection with this Agreement or the Escrow Agreement, unless the same is made, given or executed by the Stockholders’ Representative. Provided that Parent, Merger Sub I, Merger Sub II and the Ultimate Surviving Corporation make the payments to the Payments Administrator pursuant to Section 2.6(a), as adjusted pursuant to Section 2.10, Parent, Merger Sub I, Merger Sub II and the Ultimate Surviving Corporation shall have no liability to any Seller for the payment of any amounts due to be paid to such Seller pursuant to this Agreement or any Ancillary Agreement. (d) The Stockholders’ Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Stockholders’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Sellers shall indemnify the Stockholders’ Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative 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 event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Stockholders’ Representative, the Stockholders’ Representative will reimburse the Sellers the amount of such indemnified Representative Loss to give the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Stockholders’ Representative from (i) the funds in the Stockholders’ Representative Reserve Account and receive notices and communications(ii) any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property that while the Stockholders’ Representative may be paid from the Escrow Fundaforementioned sources of funds, this does not relieve the Sellers from their obligation to object promptly pay such Representative Losses as they are suffered or incurred. In no event will the Stockholders’ Representative be required to such deliveriesadvance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, to agree any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, negotiatethe Sellers 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, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary resignation or appropriate in the reasonable judgment removal of the Stockholders’ Representative for or the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes termination of this Agreement. 11.3 (e) The Company Stockholders Stockholders’ Representative Reserve Account will be used for any expenses incurred by the Stockholders’ Representative. The Sellers will not receive any interest or earnings on the Stockholders’ Representative Reserve Account and irrevocably transfer and assign to the Stockholders’ Representative any ownership right that they may otherwise have agreed 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 pay certain out-of-pocket costs and expenses 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 Stockholders’ Representative and Reserve Account to indemnifythe Payments Administrator for further distribution to the Sellers. For tax purposes, defend and hold harmless the Stockholders’ Representative Reserve Account will be treated as having been received and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of voluntarily set aside by the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At Sellers at the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimsClosing.

Stockholders’ Representative. 11.1 By (a) Each Holdback Participant (by virtue of such Holdback Participant’s approval of the Merger and the adoption of this Agreement, acceptance of payment of any consideration in respect of the Merger Agreement as contemplated herein, and/or execution and delivery of a Letter of Transmittal) hereby irrevocably nominates, constitutes and appoints Fortis Advisors LLC as the Escrow Contributors shall be deemed exclusive agent and true and lawful attorney-in-fact of the Holdback Participants (the “Stockholders’ Representative”), with full power of substitution, to have approved the indemnification provisions set forth act in the Merger Agreement name, place and stead of the Holdback Participants for purposes of executing any documents and taking any actions that the Stockholders’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in all matters relating to or arising out of this Agreement and the Agreement, including in connection with any claim for indemnification, compensation or reimbursement under Section 9. Fortis Advisors LLC hereby accepts its appointment of ▇▇▇▇ ▇▇▇▇▇ as the Stockholders’ Representative. (b) Each Holdback Participant (by virtue of such Holdback Participant’s approval of the Merger and the adoption of this Agreement, acceptance of payment of any consideration in respect of the Merger as contemplated herein, and/or execution and delivery of a Letter of Transmittal or MIP Release) hereby grants to the Stockholders’ Representative full power and authority to execute, deliver, acknowledge, certify and file on behalf of the Holdback Participants (in the name and on behalf of any or all of the Holdback Participants) any and all documents that the Stockholders’ Representative may, in his sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the Stockholders’ Representative may, in its sole discretion, determine to be appropriate, in performing its duties as contemplated by this Section 10.1. Without limiting the generality of the foregoing, the Stockholders’ Representative will have authority, on behalf of the Holdback Participants, (i) to give and receive notices and communications, (ii) to authorize delivery to Parent set off by the Indemnitees of Escrow Shares, Escrow Cash or other property amounts from the Escrow FundHoldback Amount in satisfaction of indemnification claims hereunder, (iii) to object to such deliveriesany claim for indemnification hereunder, (iv) to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement arbitration and comply with orders of courts and awards of Arbitrator(s) arbitrators with respect to such claims of Indemnitees hereunderand any other claims arising pursuant to this Agreement, (v) to defend any claims or Legal Proceedings brought by any third parties, and (vi) to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of . Notwithstanding the Merger Agreement shall automaticallyforegoing, without any further action or notice, become the Stockholders’ Representative shall have no obligation to act on behalf of the Holdback Participants, except as expressly provided herein, and for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses clarity, there are no obligations of the Stockholders’ Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedule that the Stockholders’ Representative is not a party to. The Stockholders’ Representative shall be entitled to: (i) rely upon the Payment Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Holdback Participant or other party. Notwithstanding anything to the contrary contained in this Agreement, in any Transaction Document or in any other Contract executed in connection with the Contemplated Transactions, each Indemnitee shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to Section 9, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed on behalf of any Holdback Participant by the Stockholders’ Representative, and on any other action taken on behalf of any Holdback Participant by the Stockholders’ Representative, as fully binding upon such Holdback Participant. Each Holdback Participant (i) agrees that all actions taken by the Stockholders’ Representative under this Agreement shall be binding upon such Holdback Participant and such Holdback Participant’s successors as if expressly confirmed and ratified in writing by such Holdback Participant, and (ii) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Stockholders’ Representative taken in good faith under this Agreement. (c) The power of attorney granted in Section 10.1(a) and the powers, immunities and rights to indemnification granted to the Stockholders’ Representative and the Advisory Group hereunder: (i) are coupled with an interest and irrevocable; (ii) may be delegated by the Stockholders’ Representative; (iii) shall survive the dissolution, death, bankruptcy, liquidation or incapacity of each of the Holdback Participants and shall be binding on any successor thereto; and (iv) shall survive the delivery of an assignment by any Holdback Participant of the whole or any fraction of his, her or its interest in the Holdback Amount. (d) Certain Holdback Participants have entered into a letter agreement with the Stockholders’ Representative to provide direction to the Stockholders’ Representative in connection with the performance of its services under this Agreement (such Holdback Participants, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). In dealing with this Agreement and in exercising or failing to exercise all or any of the powers conferred upon the Stockholders’ Representative under this Agreement, (i) neither the Stockholders’ Representative (together with its members, managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group (collectively, the “Stockholders’ Representative Group”) shall assume or incur any responsibility or liability to any Holdback Participant by reason of any error in judgment or other act or failure to act in connection with this Agreement, the Transaction Documents or any other Contract executed in connection with the Contemplated Transactions, except for any act or failure to act which represents gross negligence, willful misconduct or bad faith, and (ii) the Stockholders’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or failure to act on the part of the Stockholders’ Representative pursuant to such advice shall not subject the Stockholders’ Representative to liability to any Holdback Participant. The Holdback Participants shall jointly and severally indemnify, defend and hold harmless the Stockholders’ Representative Group and his affiliates hold it harmless against and their respective Representatives for certain lossesfrom any Tax, liabilities and expenses pursuant to Section 10.1 loss, liability, claim, damage, fee, cost, fine, judgment amount paid in settlement or expense (including attorneys’ or other skilled professionals’ fees reasonably incurred or suffered as a result of the Merger performance of its duties under this Agreement. The , the Transaction Documents, or any other Contract executed in connection with the Contemplated Transactions and in connection with seeking recovery from insurers) (collectively, the “Stockholders’ Representative Expenses”) incurred without gross negligence, willful misconduct or bad faith on its part and arising out of or in connection with the acceptance or administration of its duties hereunder. In no event shall Parent or any of the other Indemnitees be liable for any such loss, liability or expense. Such Stockholders’ Representative Expenses may be recovered first, from time to time deliver claims the Expense Fund, second, from any distribution of the Indemnity Holdback Amount otherwise distributable to the Escrow Agent certifying Holdback Participants at the time of distribution, and itemizing in reasonable detail any amounts third, directly from the Holdback Participants. (e) Upon thirty (30) days’ prior written notice to which Parent, the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant shall have the right to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of resign in its sole discretion for any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of reason. If the Stockholders’ Representative submitted pursuant shall resign or otherwise become unable to fulfill its responsibilities under this Section 11.3 from 10.1 or cease to function in its capacity as Stockholders’ Representative for any reason whatsoever, then the Escrow Fund by delivering Holdback Participants shall, within thirty (30) days thereof, appoint a successor and, promptly thereafter, shall notify Parent of the identity of such successor. In any event, the Stockholders’ Representative shall continue to have all rights to indemnification provided in Section 10.1(d). Any such successor shall become the “Stockholders’ Representative” for purposes of this Agreement, including Section 9 and this Section 10.1. If for any reason there is no Stockholders’ Representative at any time, all references herein to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal shall be deemed to refer to the aggregate amount of such claimsHoldback Participants. (f) The Holdback Participants acknowledge that the Stockholders’ Representative shall not be required to expend or risk its own funds or otherwise incur any

Stockholders’ Representative. 11.1 By virtue (a) Each Stockholder hereby irrevocably appoints MSDW Capital Partners IV, LLC (the "STOCKHOLDERS' REPRESENTATIVE") as its agent and attorney-in-fact, with full power, by and in the name of such Stockholder, to execute any and all instruments or other documents on behalf of such Stockholder, and to do any and all other acts or things on behalf of such Stockholder, which the Stockholders' Representative may deem necessary or advisable, or which may be required pursuant to this Agreement or otherwise, in connection with the consummation of the adoption transactions contemplated by this Agreement and the Merger Agreement and the performance of all obligations hereunder or thereunder at or following the Closing. Without limiting the generality of the foregoing, 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 Stockholders' Representative in connection with the provisions of this Agreement calling for the agreement of Stockholders, give and receive notices and receive service of process 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 the Merger Agreement or this Agreement, all in the absolute discretion of the Stockholders' Representative; provided that the Stockholders' Representative shall not be required to make any payments on a behalf of any Stockholder pursuant to Article 4 hereof; (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, the Merger Agreement or this Agreement; and (iii) take all actions necessary or desirable in connection with the performance of obligations under Article 3 of the Merger Agreement Agreement, including to withhold funds for satisfaction of expenses or other liabilities and obligations. (b) Notwithstanding anything to the Escrow Contributors contrary contained herein, without the prior written consent of the Stockholders, the Stockholders' Representative shall be deemed not agree to have approved any amendment or modification of this Agreement, enter into any other contract, agreement, arrangement or understanding or execute any document or instrument, that would: (i) expand the indemnification provisions obligations of the Stockholders under Article 4 of this Agreement; (ii) impose any obligations on the Stockholders not set forth in this Agreement as of the date hereof (other than administrative, technical or procedural matters relating to the performance of this Agreement and the discharge of the Stockholders' obligations hereunder); or (iii) materially alter the economic terms of the Merger as set forth in the Merger Agreement and this Agreement and as of the appointment of ▇▇▇▇ ▇▇▇▇▇ as date hereof. (c) The Stockholders shall cooperate with the Stockholders’ Representative' Representative and any accountants, attorneys or other agents whom it may retain to assist in carrying out its duties hereunder. 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 its responsibilities hereunder, but it is not required to do so. The Stockholders' Representative has a duty to serve in good faith the interests of the Stockholders and to perform its designated role under this Agreement, but the Stockholders' Representative shall have no fiduciary duty or financial liability whatsoever to any Person relating to its service hereunder (including any action taken or omitted to be taken), except that it shall be liable for harm which it directly causes by its gross negligence or an act of willful misconduct. (d) Each Stockholder, severally but not jointly, hereby agrees to indemnify and hold, to give and receive notices and communicationsthe extent of its Percentage Interest set forth on Schedule I hereto, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of harmless the Stockholders’ ' Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without against any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses loss, reasonable expense (including reasonable attorney's fees) or other liability arising out of its service as Stockholders' Representative under this Agreement, other than for harm directly caused by its gross negligence or an act of willful misconduct; provided that no Stockholder shall be required to indemnify the Stockholders' Representative against any loss, expense or liability arising from an action, suit, proceeding or other claim brought by another Stockholder. In furtherance of the Stockholders’ Representative foregoing, Parent and the Company shall withhold from the aggregate amount payable to indemnify, defend each Stockholder as Merger Consideration or payment in respect of Options pursuant to the Merger Agreement an amount equal to the product of (i) $100,000 times (ii) such Stockholder's Percentage Interest. All such amounts so withheld shall be deposited in escrow for the benefit of and hold harmless use by the Stockholders’ ' Representative and his affiliates and promptly after the Effective Time with a third-party escrow agent designated by the Stockholders' Representative for the purpose of funding indemnification obligations arising pursuant to this Section 5.04(d). Any amounts remaining in such escrow account after settlement of all Claims hereunder shall be distributed to the Stockholders in proportion to their respective Representatives for certain losses, liabilities Percentage Interests. (e) The Stockholders' Representative may resign at any time by notifying in writing Parent and expenses pursuant to Section 10.1 of the Merger AgreementStockholders. The Stockholders’ ' Representative may from time to time deliver claims to shall not appoint any substitute or replacement Stockholders' Representative without the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 prior written consent of Stockholders holding a majority of the Merger Agreementaggregate Percentage Interests set forth on Schedule I hereto, which consent shall not be unreasonably withheld. The term Stockholders' Representative shall include any substitute appointed pursuant hereto. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue (a) Upon the Effective Time and without further act of any Stockholder, the Stockholders' Representative shall be appointed as agent and attorney-in-fact for each Stockholder, for and on behalf of each such Stockholder, with full power and authority to represent 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 shall be binding upon such Stockholders and their successors as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the adoption foregoing, the Stockholders' Representative shall have full power and authority, on behalf of all the Stockholders and their successors, to interpret all the terms and provisions of this Agreement, to dispute or fail to dispute any Claim of Damages against the Escrow Shares made by an Indemnified Party, to assert Claims of Damages against any Indemnifying Party, to negotiate and compromise any dispute which may arise under this Agreement, to sign any releases or other documents with respect to any such dispute, and to authorize delivery of Escrow Shares pursuant to the Escrow Agreement or any other payments to be made with respect thereto. All determinations of the Merger Agreement Stockholders' Representative shall be decided by a majority thereof in the Escrow Contributors event there is more than one Stockholders' Representative. (b) The Stockholders' Representative, or any successor hereafter appointed, may resign and shall be discharged of his duties hereunder upon the appointment of a successor Stockholders' Representative as hereinafter provided. In case of such resignation, or in the event of the death or inability to act of the Representative, a successor shall be named from among the Stockholders by a majority of the members of the Board of Directors of who served on such board prior to the Merger. Each such successor Stockholders' Representative shall have all the power, authority, rights and privileges hereby conferred upon the original Stockholders' Representative, and the term "Stockholders' Representative" as used herein shall be deemed to include such successor Stockholders' Representative. (c) In performing any of their duties under this Agreement, or upon the claimed failure to perform his duties hereunder, the Stockholders' Representative shall not be liable to the Stockholders for any damages, losses or expenses which they may incur as a result of any act, or failure to act under this Agreement or the Escrow Agreement; provided, however, that the Representative shall be liable for damages arising out of actions or omissions that both (i) were taken or omitted not in good faith and (ii) constituted willful default or gross negligence under this Agreement or the Escrow Agreement. Accordingly, the Representative shall not incur any such Liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of his counsel given with respect to any questions relating to the duties and responsibilities of the Stockholders' Representative hereunder; or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement or the Escrow Agreement, not only as to its due execution and to the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Stockholders' Representative shall in good faith believe to be genuine, to have approved been signed or presented by the indemnification purported proper person or persons and to conform with the provisions set forth in the Merger Agreement and of this Agreement and the appointment Escrow Agreement. The limitation of ▇▇▇▇ ▇▇▇▇▇ as liability provisions of this Section shall survive the termination of this Agreement and the resignation of the Representative. The stockholders of Riverbed shall severally indemnify the Stockholders’ ' Representative and hold him harmless against any loss, liability or expense (including any expenses of legal counsel retained by the Stockholders' Representative) incurred without willful default, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash gross negligence or other property from bad faith on the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment part of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ ' Representative and to indemnify, defend and hold harmless arising out of or in connection with the Stockholders’ Representative and acceptance or administration of his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.duties hereunder

Stockholders’ Representative. 11.1 By virtue of (a) As used in this Agreement, the adoption of the Merger Agreement the Escrow Contributors "Stockholders' Representative" shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of mean Lesl▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ any person appointed as a successor Stockholders' Representative pursuant to Section 1.06(b) hereof. (b) During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations hereunder and all obligations under the Escrow Agreement), the Stockholders who, immediately prior to the Closing, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to such time (a "Majority"), may, from time to time upon written notice to the Stockholders' Representative and GRS, remove the Stockholders' Representative or appoint a new Stockholders' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Stockholders' Representative. Furthermore, if the Stockholders' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Stockholders' Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Stockholders' Representative within 20 business days from a request by GRS to appoint a successor Stockholders' Representative, GRS shall have the right to appoint a Stockholders' Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock immediately prior to the Closing of such appointment by written notice. A copy of any appointment by the Majority of any successor Stockholders' Representative shall be provided to GRS promptly after it shall have been effected. (c) The Stockholders' Representative shall be authorized to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an "Instrument") which the Stockholders' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant the Stockholders' Representative the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Stockholders’ Representative, ' Representative shall determine to give be necessary or desirable in his sole and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property absolute discretion. Any party receiving an Instrument from the Escrow Fund, Stockholders' Representative shall have the right to object to rely in good faith upon such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunderInstrument, and to take all actions necessary act in accordance with the Instrument without independent investigation. (d) GRS shall have no liability to any Stockholder or appropriate in otherwise arising out of the reasonable judgment acts or omissions of the Stockholders’ ' Representative for or any disputes among the accomplishment of Stockholders or with the foregoingStockholders' Representative. GRS may rely entirely on its dealings with, and notices to and from, the Stockholders' Representative to satisfy any obligations it might have to the Stockholders under this Agreement, any agreement referred to herein or otherwise. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l(e) of the Merger Agreement The Stockholders shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ ' Representative from and his affiliates against any and their respective Representatives for certain lossesall claims, liabilities demands, actions, suits, causes of action, damages, costs and expenses pursuant to Section 10.1 (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the Stockholders' Representative by any person arising out of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative acts or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims omissions of the Stockholders’ ' Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to or any disputes among the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.,

Stockholders’ Representative. 11.1 (a) The Stockholders and Management Incentive Grant Recipients, by adopting this Agreement and the transactions contemplated hereby, irrevocably appoint the Stockholders’ Representative as their agent and attorney-in-fact for purposes of (i) 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 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 subject matter of this Agreement and the Escrow Agreement. By virtue of the adoption approval of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement 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 Stockholders and Management Incentive Grant Recipients or the Company, each Stockholder and Management Incentive Grant Recipient (i) agrees that all actions taken by the Stockholders’ Representative 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 writing by such Stockholder and Management Incentive Grant Recipient, and (ii) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Stockholders’ Representative taken in good faith under this Agreement or the Escrow Agreement. Fortis Advisors LLC hereby accepts its appointment of ▇▇▇▇ ▇▇▇▇▇ as the Stockholders’ Representative, . Parent shall be entitled to give and receive notices and communications, deal exclusively with the Stockholders’ Representative on all matters relating to authorize delivery to (A) the determination of the level of effort applied by Parent or the Surviving Corporation in the operation of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution business pursuant to Section 10 2.2(d), (B) the determination of the Merger 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 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 entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Stockholder or Management Incentive Grant Recipient by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of any Stockholder or Management Incentive Grant Recipient by the Stockholders’ Representative, as fully binding upon such Stockholder and Management Incentive Grant Recipient. (b) Certain Stockholders have entered into a letter agreement with the Stockholders’ Representative to provide direction to the Stockholders’ Representative in connection with the performance of its services under this Agreement and comply the Escrow Agreement (such Stockholders, including their individual representatives, hereinafter referred to as the “Advisory Group”). Neither the Stockholders’ Representative (and its members, managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group (collectively, the “Representative Group”) shall be responsible for any act done or omitted thereunder while acting in good faith and without gross negligence or willful misconduct in connection with orders this Agreement and the underlying transactions. Each Stockholder and Management Incentive Grant Recipient shall, only to the extent of courts and awards in proportion to the portion of Arbitrator(sthe Acquisition Price, Earn Out Payment (if any) and Compound Transaction Payments (if any) actually received by such Stockholder and Management Incentive Grant Recipient, indemnify the Representative Group and hold the Representative Group harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Representative Group and arising out of or in connection with respect to claims the acceptance or administration of Indemnitees the Representative Group’s duties hereunder, including the reasonable fees and expenses of any legal counsel or other professional retained by the Representative Group, in connection with the acceptance and administration of the Stockholders’ Representative’ duties hereunder (collectively, the “Agent Expenses”). Such Agent Expenses may be recovered directly from each Stockholder and Management Incentive Grant Recipient only to take all actions necessary the extent of and in proportion to the portion of the Acquisition Price, Earn Out Payment (if any) and Compound Transaction Payments (if any) actually received by such Stockholder and Management Incentive Grant Recipient. The Stockholders’ Representative shall be entitled to: (i) rely upon any spreadsheet setting forth pro rata portions of the Stockholders and Management Incentive Grant Recipients, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Stockholder and Management Incentive Grant Recipient or appropriate other party. The Stockholders’ Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the reasonable judgment exercise or performance of any of its powers, rights, duties or privileges or administration of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant duties. The powers, immunities and rights to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become indemnification granted to the Stockholders’ Representative for all purposes of and the Advisory Group under this Agreement. 11.3 The Company : (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Stockholders have agreed and Management Incentive Grant Recipients and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Stockholder and Management Incentive Grant Recipient of the whole or any fraction of his, her or its interest in the Earn Out Payment (if any) or Compound Transaction Payment (if any). In addition, the immunities and rights to pay certain out-of-pocket costs and expenses indemnification shall survive the resignation or removal of the Stockholders’ Representative or any member of the Advisory Group and to indemnify, defend the Closing and/or any termination of this Agreement and hold harmless the Escrow Agreement. (c) In the event that the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses shall dispute the level of effort applied by Parent or the Surviving Corporation in the operation of the business pursuant to Section 10.1 2.2(d), the occurrence of the Merger Earn Out Event, the execution of a Compound Transaction Agreement. The Stockholders’ Representative may from time to time deliver claims to , the Escrow Agent certifying and itemizing in reasonable detail any amounts to which timing of the execution of such Compound Transaction Agreement or a request for indemnification or setoff under Article VII, then the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant shall provide written notice to Section 10.1 of Parent (the Merger Agreement. 11.4 At “Dispute Notice”) specifying the time of amount disputed and the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2basis for the dispute, together with supporting documentation reflecting the analysis and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any justification thereof. Parent Indemnitees, the Escrow Agent shall first pay claims of and the Stockholders’ Representative submitted pursuant (with the Advisory Group) shall thereafter attempt to resolve the dispute set forth in the Dispute Notice in accordance with Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount 7.7 of such claimsthis Agreement.

Stockholders’ Representative. 11.1 By virtue (a) Yucaipa American Alliance Fund II LP (such person and any successor or successors being the “Stockholders’ Representative”) shall act as the representative of the adoption Company Stockholders, and shall be authorized to act on behalf of the Merger Agreement the Escrow Contributors shall Company Stockholders and to take any and all actions required or permitted to be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as taken by the Stockholders’ RepresentativeRepresentative under this Agreement with respect to any claims (including the settlement thereof) made by a Parent Indemnified Party for indemnification pursuant to this Article 8 and with respect to any actions to be taken by the Stockholders’ Representative pursuant to the terms of the Company Escrow Agreement (including, to give and receive notices and communicationswithout limitation, to the exercise of the power to: (i) authorize the delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, Shares to object to such deliveries, 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 demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to any claims of Indemnitees hereunder, and to for indemnification; and (iii) take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant ). In all matters relating to Section 10.1(l) of the Merger Agreement shall automaticallythis Article 8, without any further action or notice, become the Stockholders’ Representative for shall be the only party entitled to assert the rights of the Company Stockholders, and the Stockholders’ Representative shall perform all purposes of this Agreement. 11.3 The the obligations of the Company Stockholders have agreed hereunder. The Parent Indemnified Parties shall be entitled to pay certain out-of-pocket costs rely on all statements, representations and expenses decisions of the Stockholders’ Representative and to indemnify, defend and hold harmless Representative. (b) The Company Stockholders shall be bound by all actions taken by the Stockholders’ Representative in his, her or its capacity thereof, except for any action that conflicts with the limitations set forth in Section 8.5(d). The Stockholders’ Representative shall promptly, and his affiliates and their respective Representatives for certain lossesin any event within five Business Days, liabilities and expenses provide written notice to the Company Stockholders of any action taken on behalf of them by the Stockholders’ Representative pursuant to the authority delegated to the Stockholders’ Representative under this Section 10.1 8.5. The Stockholders’ Representative 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 best interest of the Merger Company Stockholders. Neither the Stockholders’ Representative nor any of its directors, officers, agents or employees, if any, shall be liable to any person for any error of judgment, or any action taken, suffered or omitted to be taken under this Agreement or the Company Escrow Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Stockholders’ Representative may from time consult with legal counsel, independent public accountants and other experts selected by it. The Stockholders’ Representative shall not have any duty to time deliver claims ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or the Company Escrow Agent certifying and itemizing Agreement. As to any matters not expressly provided for in reasonable detail any amounts to which this Agreement or the Company Escrow Agreement, the Stockholders’ Representative shall not exercise any discretion or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreementtake any action. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, (c) Each Company Stockholder shall indemnify and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of hold harmless and reimburse the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund and against such Company Stockholder’s ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by delivering to the Stockholders’ Representative and/or his designees arising out of or resulting from any action taken or omitted to be taken by the Stockholders’ Representative under this Agreement or the Company Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Stockholders’ Representative’s gross negligence, bad faith or willful misconduct. (d) Notwithstanding anything to the aggregate amount contrary herein or in the Company Escrow Agreement, other than the receipt of funds to the Stockholder Representative Account, the Stockholders’ Representative is not authorized to, and shall not, accept on behalf of any Company Stockholder any Merger Consideration to which such claimsCompany Stockholder is entitled under this Agreement and 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 Company Stockholder unless the Stockholders’ Representative is expressly authorized to do so in a writing signed by such Company Stockholder.

Stockholders’ Representative. 11.1 By virtue Beecken P▇▇▇▇ O’▇▇▇▇▇ & Company, LLC has been irrevocably constituted and appointed stockholder’s representative (the “Stockholders’ Representative”) for the Holders listed on Schedule 2.5 hereof (each a “Preferred Holder” and collectively, the “Preferred Holders”), as such Preferred Holders’ agent and attorney-in-fact, with full power and authority to act, including full power of the adoption of the Merger Agreement 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 Escrow Contributors Agreement and 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 Transaction as fully as such Preferred Holder could if then personally present and acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Stockholders’ Representative shall be deemed to have approved been validly delivered to each such Preferred Holder, (ii) any consent given or waiver of any provision of this Agreement, the indemnification provisions set forth Escrow Agreement or any other agreement entered into in the Merger Agreement and connection with this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as Agreement, by the Stockholders’ RepresentativeRepresentative shall be binding upon each Preferred Holder, and (iii) except as otherwise provided in Section 11.1, the Stockholders’ Representative is hereby authorized to give execute for and receive notices and communicationson behalf of each Preferred Holder any amendment to this Agreement, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, Agreement or any other agreement entered into in connection with this Agreement. 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 nor any agent employed by it shall incur any liability to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 any Preferred Holder by virtue of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary failure or appropriate in the reasonable judgment refusal of the Stockholders’ Representative for any reason to consummate the accomplishment 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 indemnify the foregoing. 11.2 Any successor Stockholders’ Representative, his successors, assigns, agents, attorneys and affiliates (the “Stockholders’ Representative appointed pursuant Parties”) and to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become hold the Stockholders’ Representative for Parties harmless against any and all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and losses, liabilities or expenses incurred without bad faith on the part of the Stockholders’ Representative and to indemnifyarising out of or in connection with his duties as Stockholders’ Representative, defend including the reasonable costs and hold harmless expenses incurred by the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to in defending against any claim or liability in connection herewith or the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue of (a) Effective upon the approval and adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of Merger by OWL Stockholders, OWL’s stockholders will be conclusively presumed to have appointed ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, as agent and attorney-in-fact (the “Stockholders’ Representative”) for and on behalf of each OWL Stockholder, to (i) give and receive notices and communicationscommunications in connection with this Agreement, to authorize delivery to Parent of Escrow Sharesand the Merger, Escrow Cash or other property (ii) receive payments from the Escrow FundParent under this Agreement, to object to such deliveries(iii) execute and deliver all ancillary agreements, to agree to, negotiate, enter into settlements certificates and compromises of, and demand dispute resolution pursuant to Section 10 documents that the Stockholders’ Representative deems necessary or appropriate in connection with the consummation of the Merger transactions contemplated by this Agreement, (iv) receive service of process in connection with any claims under this Agreement and comply with orders of courts and awards of Arbitrator(s(v) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of any of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) . All actions of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative Representatives shall be in writing signed by the above-named individuals, or their successors, acting in his, her or its capacity as Stockholders’ Representatives. Each OWL Stockholder shall be bound by all actions taken by the Stockholders’ Representatives consistent with this Section 12.14 in his, her, or its capacity as the Stockholders’ Representatives, and neither the Parent, Merger Sub nor the Surviving Corporation shall be liable to any of OWL Stockholders for all purposes of this Agreementany action taken or omitted to be taken by it in such reliance or for any action taken or omitted to be taken by the Stockholders’ Representative. 11.3 (b) The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses appointment of the Stockholders’ Representative shall be deemed coupled with an interest and to indemnifyshall be irrevocable, defend and hold harmless the Parent, Merger Sub, the Surviving Corporation and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant in all matters referred to Section 10.1 of the Merger Agreementherein. The Stockholders’ Representative shall not be responsible to OWL Stockholders for any loss or damages OWL Stockholders may from time to time deliver claims to suffer by the Escrow Agent certifying and itemizing in reasonable detail any amounts to which performance by the Stockholders’ Representative of its duties under this Agreement, other than loss or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 damage arising from willful violation of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash law by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund of its duties under this Agreement. (c) If any OWL Stockholder should die or become incapacitated, if any trust or estate should terminate or if any other such event should occur, any action taken by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal pursuant to this Section 12.14 shall be as valid as if such death or incapacity, termination or other event had not occurred, regardless of whether or not such OWL Stockholder, the aggregate amount Parent or the Surviving Corporation shall have received notice of such claimsdeath, incapacity, termination or other event.

Stockholders’ Representative. 11.1 By (a) The Owner and the Company hereby and, by virtue of the adoption Requisite Consent Action all of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement Stockholders also, irrevocably make, constitute and this Agreement and the appointment of appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇, ▇▇., as their agent and attorney-in-fact (individually or collectively the "Stockholders' Representative") and authorize and empower him to fulfill the role of Stockholders’ Representative hereunder. As to the Stockholders who do not execute the Requisite Consent Action, the Company has joined this Section 14.02 to authorize the Stockholders’ Representative, ' Representative to give act in a ministerial and receive notices administrative capacity for such Stockholders under this Agreement and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow FundAgreement. If the Stockholders' Representative should die or become incapacitated, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofhis or her successor shall be appointed within fifteen (15) calendar days of his or her death or incapacity by a majority of the remaining Stockholders, and demand dispute resolution pursuant any such successor shall be a Stockholder or an officer of a Stockholder and shall agree in writing to Section 10 accept such appointment. The choice of the Merger Agreement a successor Stockholders' Representative appointed in any manner permitted above shall be final and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take binding upon all actions necessary or appropriate in the reasonable judgment of the Stockholders’ . The decisions and actions of any successor Stockholders' Representative shall be, for the accomplishment all purposes, those of the foregoingStockholders' Representative as if originally named herein. 11.2 Any successor (b) Each Stockholder has made, constituted and appointed and by the execution of this Agreement or the Requisite Consent Action hereby or thereby irrevocably makes, constitutes and appoints each Stockholders’ ' Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automaticallyacting alone as such person's true and lawful attorney-in-fact and agent, without any further action or noticefor such person and in such person's name, become the Stockholders’ Representative place and stead for all purposes necessary or desirable in order for the Stockholders' Representative to take the actions contemplated by the Transaction Documents on behalf of the Stockholders, with the ability to execute and deliver all instruments, certificates and other documents of every kind incident to the foregoing to all intents and purposes and with the same effect as such Stockholder could do personally, and each Stockholder hereby or thereby ratifies and confirms as his, her or its own act, all that the Stockholders' Representative shall do or cause to be done pursuant to the provisions of this AgreementSection 14.02. All notices under Section 14.01 and all other notices and communications directed to Stockholders under this Agreement shall be given to Stockholders' Representative. 11.3 (c) The Company Stockholders have agreed death of incapacity of any Stockholder shall not terminate the authority and agency of the Stockholders' Representative. (d) The Owner hereby agrees to pay certain out-of-pocket indemnify the Stockholders' Representative and to hold him or her harmless against any and all loss, liability or expense incurred without bad faith on the part of the Stockholders' Representative and arising out of or in connection with his or her duties as Stockholders' Representative, including the reasonable costs and expenses of incurred by the Stockholders’ ' Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail defending against any amounts to which the Stockholders’ Representative claim or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreementliability in connection herewith. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue (i) Each of the adoption Stockholders hereby irrevocably appoints ▇▇▇▇▇▇▇ Partners (the "Stockholders' Representative") as such Stockholder's agent and attorney-in-fact to take any action required or permitted to be taken by such Stockholder under the terms of this Agreement, including, without limiting the generality of the Merger Agreement foregoing, the Escrow Contributors giving and receipt of any notices to be delivered or received by or on behalf of any or all of the Stockholders, the payment of expenses relating to the transactions contemplated by this Agreement, the representation of the Stockholders in indemnification proceedings hereunder, and the right to waive, modify or amend any of the terms of this Agreement, and agrees to be bound by any and all actions taken by such agent on such Stockholder's behalf. Each Stockholder further agrees that the Stockholders' Representative, its agents, general partners and representatives, shall be fully indemnified by the other Stockholders to the fullest extent permitted by law for damages arising out of the Stockholders' Representative's actions or omissions in such capacity. Each Stockholder hereby acknowledges that the foregoing indemnity shall be applicable to all claims, liabilities, losses, damages or expenses that have resulted from or are alleged to have resulted from the active or passive, or the sole, joint or concurrent, ordinary negligence of the Stockholders' Representative. (ii) Purchaser shall be entitled to rely exclusively upon any communications or writings given or executed by the Stockholders' Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Stockholders' Representative. Purchaser shall be entitled to disregard any notices or communications given or made by the Stockholders unless given or made through the Stockholders' Representative. (iii) Subsequent to the Closing Date, in the event of the inability of the Stockholders' Representative to perform its functions hereunder, the former Stockholders shall promptly appoint a new agent or agents as attorney-in-fact or attorneys-in-fact, and such appointment or appointments shall be deemed to have approved been made when communicated to Purchaser in writing signed by the indemnification Stockholders (or the personal representatives thereof) owning at least 51% of the Common Stock of the Company outstanding immediately prior to the Closing Date. If the Stockholders do not within fifteen days appoint a new agent or agents, then the former Stockholder then living or existing who previously owned the greatest number of shares of Common Stock of the Company outstanding immediately prior to the Closing Date shall serve as Stockholders' Representative if he or it is able and willing to do so, until a successor agent or agents shall have been appointed in accordance with the provisions set forth hereof. (iv) The manner and form by which the Stockholders shall decide upon any new agent and attorney-in-fact shall be decided solely by the Stockholders owning 51% of the shares of Common Stock of the Company outstanding immediately prior to the Closing Date. The Stockholders recognize, and hereby acknowledge, that the Stockholders' Representative has an interest in the Merger Agreement and subject matter of this Agreement and that the appointment of ▇▇▇▇ ▇▇▇▇▇ such Stockholders' Representative (which shall include any successor Stockholders' Representative) as the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ ' Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain outconstitutes an irrevocable power-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreementattorney coupled with an interest. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue (a) Each of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of Stockholders designates S▇▇▇▇ ▇▇▇ as such Indemnifying Securityholder’s representative (the “Stockholders’ Representative”) for purposes of this Agreement, and S▇▇▇▇ ▇▇▇ agrees to act as the Stockholders’ Representative, Representative as set forth herein. Each of the Stockholders and each of their respective successors shall be deemed to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofhave approved, and demand dispute resolution pursuant to Section 10 of the Merger Agreement shall be bound by, any and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of taken by the Stockholders’ Representative for on their behalf under or otherwise relating to this Agreement and the accomplishment transactions contemplated hereunder as if such actions were expressly ratified and confirmed by each of them. In the foregoing. 11.2 Any event that the Stockholders’ Representative is unable or unwilling to serve or shall resign, a successor Stockholders’ Representative appointed pursuant to Section 10.1(l) shall be selected by the holders of a majority of the Merger Agreement Shares outstanding immediately prior to the Closing. A Stockholders’ Representative may not resign, except upon thirty (30) days’ prior written notice to 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 automaticallybe appointed effective immediately thereafter (and, without 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 the Buyer shall be notified promptly of such appointment by such successor Stockholders’ Representative. No resignation, nor any further action other replacement, of any Stockholders’ Representative is effective against the Buyer until selection of a successor and prior written notice to the Buyer of such selection. Each successor Stockholders’ Representative shall have all of the power, rights, authority and privileges hereby conferred upon the original Stockholders’ Representative. (b) The Buyer shall be entitled to rely upon any communication or notice, become writing given or executed by the Stockholders’ Representative for all purposes on behalf of the Indemnifying Securityholders. All communications or writings to be sent to the Indemnifying Securityholders pursuant to this Agreement. 11.3 The Company Stockholders have agreed Agreement may be addressed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and any communication or writing so sent shall be deemed notice to indemnify, defend all of the Indemnifying Securityholders hereunder. Each Indemnifying Securityholder hereby consents and hold harmless agrees that the Stockholders’ Representative and his affiliates and their respective Representatives for certain lossesis authorized to accept deliveries, liabilities and expenses including any notice, on behalf of each Indemnifying Securityholder pursuant to Section 10.1 of the Merger Agreement. hereto. (c) The Stockholders’ Representative may from time is hereby appointed and constituted the true and lawful attorney-in-fact of each Stockholder with full power of substitution in such Indemnifying Securityholder’s name and on such Indemnifying Securityholder’s behalf to time deliver claims act according to the Escrow Agent certifying terms of this Agreement and itemizing the other documents contemplated hereby in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims absolute discretion of the Stockholders’ Representative submitted pursuant Representative; and in general to Section 11.3 from do all things and to perform all acts including executing and delivering all agreements, certificates, receipts, instructions, notices and other instruments contemplated by or deemed advisable in connection with this Agreement, including this ARTICLE IX and the Escrow Fund by delivering other documents contemplated hereby. This power of attorney and all authority hereby conferred is granted subject to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to interest of the aggregate amount other Indemnifying Securityholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and shall not be terminated by any act of any Indemnifying Securityholder, by operation of Law, by such claimsIndemnifying Securityholder’s death or disability, or by any other event.

Stockholders’ Representative. 11.1 (a) By virtue adoption of this Agreement, execution of a Company Letter of Transmittal, and the adoption acceptance of any portion of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as Consideration, each Equity Holder hereby designates the Stockholders’ RepresentativeRepresentative to execute any and all instruments or other documents on behalf of such Equity Holder, and to do any and all other acts or things on behalf of such Equity Holder, which the Stockholders’ Representative may deem necessary or advisable, or which may be required pursuant to this Agreement, the Ancillary Agreements or otherwise, in connection with the consummation of the transactions contemplated hereby or thereby and the performance of all obligations hereunder or thereunder at or following the Closing, including, but not limited to, the exercise of the power to: (i) execute the Ancillary Agreements on behalf of each Equity Holder; (ii) act for each Equity Holder with respect to any Merger Consideration Adjustment and the Ancillary Agreements; (iii) give and receive notices and communications, communications to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Parent Parties and/or the Escrow FundAgent relating to this Agreement, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 the Ancillary Agreements or any of the Merger transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or any Ancillary Agreement expressly contemplates that any such notice or communication shall be given or received by such Equity Holders individually); and comply with orders of courts and awards of Arbitrator(s(iv) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor . The Stockholders’ Representative appointed pursuant shall have authority and power to Section 10.1(l) act on behalf of each Equity Holder with respect to the Merger disposition, settlement or other handling of all claims under this Agreement or the Ancillary Agreements and all rights or obligations arising hereunder or thereunder. The Equity Holders shall automatically, without any further action or notice, become be bound by all actions taken and documents executed by the Stockholders’ Representative for all purposes of in connection with this Agreement. 11.3 The Company Stockholders have agreed Agreement and the Ancillary Agreements, and the Parent Parties shall be entitled to pay certain out-of-pocket costs and expenses rely on any action or decision of the Stockholders’ Representative. Subject to costs and expenses paid pursuant to Section 9.13, the Stockholders’ Representative shall receive no compensation for its services. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each Equity Holder. (b) In performing the functions specified in this Agreement, the Stockholders’ Representative shall not be liable to any Equity Holder for any damages, losses or liabilities whatsoever, other than actual losses that are determined by a final, non-appealable judgement of Delaware court to have been primarily caused by the willful misconduct of the Stockholders’ Representative. Each Equity Holder shall severally (based on each such Equity Holder’s Pro Rata Percentage), and to indemnifynot jointly, defend indemnify and hold harmless the Stockholders’ Representative from and his affiliates against any loss incurred on the part of the Stockholders’ Representative and their respective Representatives arising out of or in connection with the acceptance or administration of its duties hereunder (other than losses that are determined by a final, non-appealable judgement of Delaware court to have been primarily caused by the willful misconduct of the Stockholders’ Representative). In connection with this Agreement, and any instrument, agreement or document relating hereto or thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Stockholders’ Representative hereunder (i) the Stockholders’ Representative shall incur no responsibility whatsoever to any Equity Holder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with such other agreement, instrument or document, excepting only responsibility for certain lossesany act or failure to act which represents willful misconduct and (ii) the Stockholders’ Representative shall be entitled to rely on the advice of counsel, liabilities public accountants or other independent experts experienced in the matter at issue, and expenses any error in judgment or other act or omission of the Stockholders’ Representative pursuant to Section 10.1 of such advice shall in no event subject the Merger AgreementStockholders’ Representative to liability to any Equity Holder. (c) From and after the Closing, if the Stockholders’ Representative determines that the amounts in the Administrative Expense Account are insufficient to satisfy current or future (whether realized or potential) Administrative Costs, it shall be entitled to withhold on a pro rata basis from amounts otherwise due to the Equity Holders under this Agreement or under any Ancillary Agreement amounts as it deems necessary to provide for such Administrative Costs; provided that such amounts shall be deemed to be included in the Administrative Expense Account. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative shall not have by reason of this Agreement or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, otherwise a fiduciary relationship in respect of Indemnification Demands made by any Parent IndemniteesEquity Holder. (d) The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Equity Holder and (ii) shall survive the Escrow Agent shall first pay claims consummation of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claimstransactions contemplated hereby.

Stockholders’ Representative. 11.1 By virtue (a) In order to efficiently administer the provisions of this Agreement (including, without limitation, Subsection 11.04 and Section 12 hereof) and all other documents and instruments executed and delivered, or otherwise furnished, by the adoption of Stockholders in connection herewith (including, without limitation, the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth escrow agreement in the Merger Agreement and this Agreement and form of Exhibit A attached --------- hereto (the appointment of "Escrow Agreement")), the Stockholders hereby designate ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as their representative (the "Stockholders' Representative"). (b) The Stockholders hereby authorize the Stockholders’ Representative' Representative (i) to make all decisions and to take all action necessary to be made or taken by or on behalf of the Stockholders under this Agreement or the Escrow Agreement, (ii) to give and receive all notices and communications, required or permitted to authorize delivery to Parent of Escrow Shares, Escrow Cash be given under this Agreement or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofAgreement, and demand dispute resolution pursuant (iii) to Section 10 take any and all additional action as is contemplated to be taken by or on behalf of the Merger Stockholders by the terms of this Agreement and comply with orders or the Escrow Agreement. (c) In the event that the Stockholders' Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, Stockholders holding, prior to the Effective Date, a majority of courts and awards the shares of Arbitrator(s) with respect capital stock of Vista as set forth on Schedule I attached hereto ---------- shall select another representative to claims of Indemnitees hereunderfill such vacancy, and such substituted representative shall be deemed to take all actions necessary or appropriate in the reasonable judgment of be the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ ' Representative for all purposes of this Agreement and the Escrow Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs (d) All decisions and expenses actions by the Stockholders' Representative in connection with this Agreement or the Escrow Agreement shall be binding upon all of the Stockholders’ Representative , and no Stockholder shall have the right to indemnifyobject, defend and hold harmless dissent, protest or otherwise contest the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreementsame. 11.4 At the time (e) By their execution of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemniteesthis Agreement, the Escrow Agent Stockholders agree that: (i) Peritus shall first pay claims be able to rely conclusively on the instructions and decisions of the Stockholders’ ' Representative submitted pursuant as to Section 11.3 from any actions required or permitted to be taken by the Stockholders' Representative hereunder or under the Escrow Fund Agreement, and no party hereunder shall have any cause of action against Peritus for any action taken by delivering Peritus in reliance upon the instructions or decisions of the Stockholders' Representative; (ii) all actions, decisions and instructions of the Stockholders' Representative shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have any cause of action against the Stockholders' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under this Agreement or under the Escrow Agreement, except for fraud or willful breach of this Agreement or the Escrow Agreement by the Stockholders' Representative; (iii) the provisions of this Subsection 1.12 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Stockholder may have in connection with the transactions contemplated by this Agreement or the Escrow Agreement; (iv) remedies available at law for any breach of the provisions of this Subsection 1.12 are inadequate; therefore, Peritus and Vista shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either Peritus or Vista brings an action to enforce the provisions of this Subsection 1.12; and (v) the provisions of this Subsection 1.12 shall be binding upon the executors, heirs, legal representatives and successors of each Stockholder, and any references in this Agreement or the Escrow Agreement to a Stockholder or the Stockholders shall mean and include the successors to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal ' rights hereunder, whether pursuant to testamentary disposition, the aggregate amount laws of such claimsdescent and distribution or otherwise.

Stockholders’ Representative. 11.1 (a) By virtue of the adoption Company Stockholder Approval and/or delivery of letters of transmittal to Parent in accordance with Section 2.11.1, and without any further act of the Merger Agreement Company Holders, the Escrow Contributors shall Company Holders will be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ appointed Fortis Advisors LLC (previously defined as the Stockholders’ Representative) as agent and attorney-in-fact for each Company Holder for all matters relating to this Agreement and to the Escrow Agreement, including to give and receive notices and communications, ; to bind the Company Holders to the terms of the Escrow Agreement; to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property cash from the Escrow Fund, Fund or otherwise in satisfaction of claims by Parent or Surviving Corporation; to object to such deliveries, ; to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement arbitration and comply with orders of courts and awards of Arbitrator(s) arbitrators with respect to claims of Indemnitees hereunder, such claims; and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) , including without limitation, employ and obtain the advice of the Merger Agreement shall automaticallylegal counsel, without any further action or notice, become accountants and other professional advisors as the Stockholders’ Representative for all purposes Representative, in his, her or its sole discretion, deems necessary or advisable in the performance of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of his, her or its duties as the Stockholders’ Representative and to indemnify, defend rely on their advice and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. counsel. (b) The Stockholders’ Representative may be changed by the Company Holders from time to time deliver claims upon not less than thirty (30) days’ prior written notice to Parent and the Stockholders’ Representative, provided that Company Holders holding a majority of the outstanding Company Shares as of the Closing Date agree to such removal of Fortis Advisors LLC and any successors thereto and to the Escrow Agent certifying identity of the substituted agent. A Stockholders’ Representative may resign at any time upon giving at least 30 days’ written notice to the Company Holders and itemizing in reasonable detail Parent, except that no such resignation will become effective until the appointment of a successor Stockholders’ Representative. Upon resignation of a Stockholders’ Representative, Company Holders holding a majority of the outstanding Company Shares as of the Closing Date will agree on a successor Stockholders’ Representative thereto within 30 days after receiving such notice. If Company Holders holding a majority of the outstanding Company Shares as of the Closing Date fail to agree upon a successor Stockholders’ Representative within such time, the resigning Stockholders’ Representative will have the right to appoint a successor Stockholders’ Representative, or if a Stockholders’ Representative is not designated within forty-five (45) days after receipt of the initial notice, Parent will designate a successor Stockholders’ Representative. Any successor Stockholders’ Representative will execute and deliver an instrument accepting such appointment and, without further acts, will be vested with all the rights, powers, and duties of the predecessor Stockholders’ Representative as if originally named as Stockholders’ Representative and thereafter the resigning Stockholders’ Representative will be discharged from any amounts further duties and Liability under this Agreement. No bond will be required of any Stockholders’ Representative. Notices or communications to which or from the Stockholders’ Representative will constitute notice to or his affiliates or their respective Representatives are entitled pursuant from each Company Holder for all matters relating to Section 10.1 of this Agreement and to the Merger Escrow Agreement. 11.4 At (c) During the time Escrow Period and any period following the Escrow Period during which there is a bona fide dispute between Parent and/or the Surviving Corporation on the one hand, and the Company Holders on the other hand, the Stockholders’ Representative shall have reasonable access to information about the Surviving Corporation (including by electronic means, to the extent available) and Parent and the reasonable assistance of the distribution Surviving Corporation’s and Parent’s officers and employees for purposes of performing its duties and exercising its rights under this Agreement, provided, that the Stockholders’ Representative shall treat confidentially and not disclose any Escrow Shares nonpublic information from or Escrow Cash about the Surviving Corporation or Parent to any Escrow Contributors pursuant anyone (except on a need to Section 8.1 or Section 8.2, and subject know basis to individuals (identified to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant Surviving Corporation and Parent in writing in advance) who agree in writing to Section 8.1 treat such information confidentially). (d) A decision, act, consent, or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims instruction of the Stockholders’ Representative submitted pursuant relating to Section 11.3 from this Agreement or the Escrow Fund by delivering to Agreement will constitute a decision of the Company Holders and will be final, binding, and conclusive upon each such holder. Indemnified Persons may rely upon any such decision, act, consent, or instruction of the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal as being the decision, act, consent, or instruction of the Company Holders. Parent, Surviving Corporation, and all other Indemnified Persons are hereby relieved from any Liability to any Person for any acts done by them in accordance with such decision, act, consent, or instruction of the aggregate amount of such claimsStockholders’ Representative.

Stockholders’ Representative. 11.1 By virtue a. Pursuant to the Merger Agreement, the Stockholders Representative shall act as agent and attorney-in-fact for and on behalf of each of the adoption Company Stockholders and the Company Vested Stock Optionholders receiving consideration pursuant to Article I of the Merger Agreement. The Stockholders Representative shall have full power and authority to represent all 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 Escrow Contributors Merger Agreement and all actions taken by the Stockholders Representative hereunder and thereunder shall be deemed 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 by 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 Representative shall have approved full power and authority to interpret all the indemnification terms and 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 Company Vested Stock Optionholders and such successors. The person designated to be Stockholders Representative may be changed in accordance with the provisions set forth in the Merger Agreement and this Agreement and the appointment of ▇▇▇▇ ▇▇▇▇▇ as the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company b. From time to time between the date hereof and six (6) days prior to the Distribution Date, the Stockholders have agreed Representative may deliver notice to pay certain the Indemnity Agent and Parent setting forth in reasonable detail the amount of the reasonable out-of-pocket costs expenses incurred by the Stockholders Representative in connection with its duties under the Merger Agreement and hereunder, in each case to the extent such expenses shall not have been reimbursed out of the Stockholders’ Indemnity Fund. Promptly following the Indemnity Agent’s receipt of such notice, it shall transfer to the Stockholders Representative and to indemnifyfrom amounts available in the Indemnity Fund the amount set forth in such notice; provided, defend and hold harmless that the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses Indemnity Agent may not transfer more than $250,000 in the aggregate pursuant to this Section 10.1 8(b). c. At least five (5) days prior to the Distribution Date, the Stockholders Representative shall deliver notice to the Indemnity Agent and Parent setting forth the amount of the reasonable out-of-pocket expenses incurred by the Stockholders Representative in connection with its duties under the Merger AgreementAgreement and hereunder, but only to the extent such expenses shall not have been reimbursed out of the Indemnity Fund. Such expenses shall be reimbursed from the Indemnity Fund in accordance with the provision of Section 5(b) hereof. d. Neither Parent, any Parent Group Member nor the Indemnity Agent shall be responsible or liable for any acts or omissions of the Stockholders Representative in such Stockholders Representative’s capacity as such. e. A decision, act, consent or instruction of the Stockholders Representative shall constitute a decision of all Company Stockholders and Company Vested Stock Optionholders and shall be final, binding and conclusive upon each such Company Stockholder and Company Vested Stock Optionholder, and the Indemnity Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Representative as being the decision, act, consent or instruction of each and every such Company Stockholder and Company Vested Stock Optionholder. The Stockholders’ Representative may Indemnity Agent and each Parent Group Member are hereby relieved from time any liability to time deliver claims to the Escrow Agent certifying and itemizing any person for any acts done by them in reasonable detail any amounts to which the Stockholders’ Representative accordance with such decision, act, consent or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 instruction of the Merger AgreementStockholders Representative. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement The Holding Company and the appointment of Stockholders hereby designate and appoint ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ . Bernstein as agent and attorney-in-fact and representative to act on behalf of the Holding Company and the Stockholders (the “Stockholders’ Representative”), to give from and receive notices after the date hereof as provided for herein and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from in the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time shall have full power and authority to time deliver claims represent the Holding Company and the Stockholders with respect to all matters arising under this Agreement and the Escrow Agent certifying Agreement and itemizing in reasonable detail any amounts to which all actions taken by the Stockholders’ Representative hereunder and thereunder shall be binding upon the Holding Company and the Stockholders and their successors as if expressly confirmed and ratified in writing by each of them. The Stockholders’ Representative shall take any and all actions which he believes are necessary or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 appropriate under this Agreement and the Escrow Agreement for and on behalf of the Merger Stockholders, as fully as if the Stockholders were acting on their own behalf, including, without limitation, defending and making all indemnity claims under this Agreement. 11.4 At , consenting to, compromising or settling all such indemnity claims, conducting negotiations with Buyer and its Representatives regarding such indemnity claims, dealing with Buyer under this Agreement and the time 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 by this Agreement and the Escrow Agreement, and engaging counsel, accountants or other Representatives in connection with the foregoing matters. Without limiting the generality of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2foregoing, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant shall have full power and authority to Section 11.3 from interpret all the terms and provisions of this Agreement and the Escrow Fund by delivering Agreement and to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal consent to the aggregate amount any amendment hereof or thereof on behalf of all such claimsStockholders and such successors.

Stockholders’ Representative. 11.1 By virtue (a) In order to administer efficiently the implementation of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and by the appointment of Stockholders, the Stockholders hereby designate ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as their representative (the "Stockholders' Representative"). ---------------------------- (b) The Stockholders hereby authorize the Stockholders’ Representative, ' Representative (i) to give take all action necessary in connection with the implementation of Sections 1.4 and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of this Agreement on behalf of the Merger Agreement and comply with orders of courts and awards of Arbitrator(sStockholders, (ii) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in under the reasonable judgment of Tax Escrow Agreement, the Stockholders’ Representative for Indemnification Escrow Agreement (as hereinafter defined) and the accomplishment of Tax Matters Agreement and (iii) to give and receive all notices required to be given under this Agreement, the foregoingTax Escrow Agreement and the Indemnification Escrow Agreement. 11.2 Any (c) The Stockholders' Representative may be removed and a successor Stockholders’ Representative appointed pursuant to Section 10.1(lnamed by the trustee(s) of the Merger Agreement shall automatically, without any further action or notice, become ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1984 Revocable Trust (the "▇▇▇▇▇▇▇ Trust") upon written notice to the Stockholders’ ' Representative, Buyer -------------- and the Stockholders, and such successor shall be deemed to be the Stockholders' Representative for all purposes of this Agreement; however, no change in the Stockholders' Representative shall be effective until Buyer is given notice of such change by the Stockholders. 11.3 The Company (d) By their execution of this Agreement, the Stockholders have agreed agree that: (i) Buyer shall be able to pay certain out-of-pocket costs rely conclusively on the written instructions and expenses decisions of the Stockholders’ ' Representative and as to indemnify, defend and hold harmless any actions required or permitted to be taken by the Stockholders or the Stockholders’ ' Representative under Sections 1.4 and his affiliates 10 of this Agreement and their respective Representatives for certain lossesunder the Tax Escrow Agreement, liabilities the Indemnification Escrow Agreement and expenses pursuant to Section 10.1 of the Merger Tax Matters Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention no party hereunder shall have any cause of Escrow Shares and/or Escrow Cash action against Buyer for any action taken by the Escrow Agent pursuant to Section 8.1 Buyer in reliance upon such written instructions or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims written decisions of the Stockholders’ ' Representative; (ii) all written decisions and instructions of the Stockholders' Representative submitted pursuant in relation to Sections 1.4 and 10 of this Agreement and under the Tax Escrow Agreement, the Indemnification Escrow Agreement and the Tax Matters Agreement shall be conclusive and binding upon all of the Stockholders and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same or any cause of action against the Stockholders' Representative for any action taken, decision made or instruction given by the Stockholders' Representative under Sections 1.4 and 10 of this Agreement, except for gross negligence, fraud or willful breach of this Agreement by the Stockholders' Representative; (iii) remedies available at law for any breach of the provisions of this Section 11.3 from 1.8 are inadequate; therefore, Buyer shall be entitled to temporary and permanent injunctive relief without the Escrow Fund necessity of proving damages if Buyer brings an action to enforce the provisions of this Section 1.8; and (iv) the provisions of this Section 1.8 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by delivering the Stockholders to the Stockholders’ ' Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to and shall be binding upon the aggregate amount executors, heirs, legal and personal representatives and successors of such claimseach Stockholder. (e) The Stockholders' Representative shall not have any duties, responsibilities or authority except those expressly set forth herein, and no implied covenants, duties, obligations, authority or liabilities shall be implied by the appointment hereunder.

Stockholders’ Representative. 11.1 By virtue (a) Each Stockholder hereby irrevocably appoints JLL Partners, Inc. (the "Stockholders' Representative") as its agent and attorney-in-fact, with full power, by and in the name of such Stockholder, to execute any and all instruments or other documents on behalf of such Stockholder, and to do any and all other acts or things on behalf of such Stockholder, which the Stockholders' Representative may deem necessary or advisable, or which may be required pursuant to this Agreement or otherwise, in connection with the consummation of the adoption transactions contemplated by this Agreement and the Merger Agreement and the performance of all obligations hereunder or thereunder at or following the Closing. Without limiting the generality of the foregoing, the Stockholders' Representative shall have the full and exclusive authority to (i) agree with Purchaser with respect to any matter or thing required or deemed necessary by the Stockholders' Representative in connection with the provisions of this Agreement calling for the agreement of Stockholders, give and receive notices and receive service of process 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 the Merger Agreement or this Agreement, all in the absolute discretion of the Stockholders' Representative; provided, however, that the Stockholders' Representative shall not be required to make any payments on a behalf of any Stockholder pursuant to Article IV hereof; (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, the Merger Agreement or this Agreement; and (iii) take all actions necessary or desirable in connection with the performance of obligations under Articles II and III of the Merger Agreement Agreement, including to withhold funds for satisfaction of expenses or other liabilities and obligations. (b) Notwithstanding anything to the Escrow Contributors contrary contained herein, without the prior written consent of the Stockholders, the Stockholders' Representative shall be deemed not agree to have approved any amendment or modification of this Agreement, enter into any other contract, agreement, arrangement or understanding or execute any document or instrument, that would: (i) expand the indemnification provisions obligations of the Stockholders under Article IV of this Agreement; (ii) impose any obligations on the Stockholders not set forth in this Agreement as of the date hereof (other than administrative, technical or procedural matters relating to the performance of this Agreement and the discharge of the Stockholders' obligations hereunder); or (iii) materially alter the economic terms of the Merger as set forth in the Merger Agreement and this Agreement and as of the appointment of ▇▇▇▇ ▇▇▇▇▇ as date hereof. (c) The Stockholders shall cooperate with the Stockholders’ Representative' Representative and any accountants, attorneys or other agents whom it may retain to assist in carrying out its duties hereunder. 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 its responsibilities hereunder, but it is not required to do so. The Stockholders' Representative has a duty to serve in good faith the interests of the Stockholders and to perform its designated role under this Agreement, but the Stockholders' Representative shall have no financial liability whatsoever to any Person relating to its service hereunder (including any action taken or omitted to be taken), except that it shall be liable for harm which it directly causes by its gross negligence or an act of willful misconduct. (d) The Stockholders severally but not jointly hereby agree to indemnify and hold, to give and receive notices and communicationsthe extent of their Percentage Interest set forth on Schedule I hereto, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of harmless the Stockholders’ ' Representative for the accomplishment of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without against any further action or notice, become the Stockholders’ Representative for all purposes of this Agreement. 11.3 The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses loss, reasonable expense (including reasonable attorney's fees) or other liability arising out of its service as Stockholders' Representative under this Agreement, other than for harm directly caused by its gross negligence or an act of willful misconduct; provided, however, that no Stockholder shall be required to indemnify the Stockholders’ ' Representative and to indemnifyagainst any loss, defend and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain lossesexpense or liability arising from an action, liabilities and expenses pursuant to Section 10.1 of the Merger Agreementsuit, proceeding or other claim brought by another Stockholder. The Stockholders’ ' Representative may from resign at any time to time deliver claims to the Escrow Agent certifying by notifying in writing Purchaser and itemizing in reasonable detail any amounts to which the Stockholders’ . The Stockholders' Representative shall not appoint any substitute or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 replacement Stockholders' Representative without the prior written consent of Stockholders holding a majority of the Merger Agreementaggregate percentage interest set forth on Schedule I hereto, which consent shall not be unreasonably withheld. The term Stockholders' Representative shall include any substitute appointed pursuant hereto. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 (a) By virtue of the adoption Company Stockholder Approval, and without any further act of any holder of Company Shares, the Merger Agreement the Escrow Contributors shall holders of Company Shares will be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of appointed C▇▇▇▇ ▇▇▇▇▇ River Ventures, LLC (previously defined as the Stockholders’ Representative) as agent and attorney-in-fact for each holder of Company Shares (except such stockholders, if any, holding Appraisal Shares) for all matters relating to this Agreement, including to give and receive notices and communications, ; to bind the holders of Company Shares to the terms of the Escrow Agreement; to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property cash from the Escrow Fund, Amount in satisfaction of claims by Parent or Surviving Corporation; to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement arbitration and comply with orders of courts and awards of Arbitrator(s) arbitrators with respect to claims of Indemnitees hereunder, such claims; and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 (b) The Stockholders’ Representative may be changed by the holders of Company Shares from time to time upon not less than 30 days’ prior written notice to Parent, provided that holders of a majority interest of the Escrow Amount agree to such removal of C▇▇▇▇▇▇ River Ventures, LLC and any successors thereto and to the identity of the substituted agent. A Stockholders’ Representative may resign at any time upon giving at least 30 days’ written notice to the holders of interest in the Escrow Account, except that no such resignation will become effective until the appointment of a successor Stockholders’ Representative. Upon resignation of a Stockholders’ Representative or a successor Stockholders’ Representative thereto, the holders of a majority interest of the Escrow Amount will agree on a successor Stockholders’ Representative thereto within 30 days after receiving such notice. If holders of a majority interest of the Escrow Amount fail to agree upon a successor Stockholders’ Representative within such time, the resigning Stockholders’ Representative will have the right to appoint a successor Stockholders’ Representative, or if a Stockholders’ Representative is not designated within 45 days after receipt of the initial notice, Parent will designate a successor Stockholders’ Representative. Any successor Stockholders’ Representative appointed pursuant to Section 10.1(l) will execute and deliver an instrument accepting such appointment and, without further acts, will be vested with all the rights, powers, and duties of the Merger Agreement shall automatically, without predecessor Stockholders’ Representative as if originally named as Stockholders’ Representative and thereafter the resigning Stockholders’ Representative will be discharged from any further action duties and liability under this Agreement. No bond will be required of any Stockholders’ Representative, and no Stockholders’ Representative will receive compensation for his or notice, become her services. Notices or communications to or from the Stockholders’ Representative will constitute notice to or from each of the holders of interest of the Escrow Amount for all purposes of matters relating to this Agreement. 11.3 (c) The Stockholders’ Representative will not be liable for any act done or omitted hereunder as the Stockholders’ Representative while acting in good faith. Holders of Company Stockholders have agreed Shares on whose behalf the Escrow Amount is contributed will severally indemnify the Stockholders’ Representative and hold the Stockholders’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Stockholders’ Representative and arising out of or in connection with the acceptance or administration of such Stockholders’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholders’ Representative. The Stockholders’ Representative will be entitled to pay certain out-of-pocket the advance and reimbursement of costs and expenses incurred by or on behalf of the Stockholders’ Representative in the performance of their duties hereunder, including the reasonable fees and to indemnify, defend and hold harmless expenses of any legal counsel retained by the Stockholders’ Representative and his affiliates and their respective Representatives for certain lossesRepresentative, liabilities and expenses pursuant to Section 10.1 in accordance with the terms of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares (d) A decision, act, consent, or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims instruction of the Stockholders’ Representative submitted pursuant relating to Section 11.3 from this Agreement will constitute a decision of the holders of Company Shares and will be final, binding, and conclusive upon each such holder. Parent, and all other persons entitled to indemnification under the Escrow Fund by delivering to Agreement or any other document or agreement entered into in connection herewith or therewith (the “Indemnified Persons”), may rely upon any such decision, act, consent, or instruction of the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal as being the decision, act, consent, or instruction of the holders of Company Shares. Parent and all other Indemnified Persons are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent, or instruction of the aggregate amount Stockholders’ Representative. IN WITNESS WHEREOF, Parent, Acquisition Sub, Company, and the Stockholders’ Representative have signed or caused their respective duly authorized officers to sign this Agreement, all as of such claims.the date first written above. F5 NETWORKS, INC. By /s/ J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Its Sr. VP & General Counsel CHECKMATE ACQUISITION CORPORATION By /s/ J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Its Sr. VP & General Counsel ACOPIA NETWORKS, INC. By /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Its President and Chief Executive Officer C▇▇▇▇▇▇ RIVER VENTURES, LLC, as STOCKHOLDERS’ REPRESENTATIVE By /s/ B▇▇▇▇ ▇▇▇▇▇ Its member ARTICLE I THE MERGER 1.1 Effective Time of the Merger 1 1.2 Closing 1 1.3 Effects of the Merger 1

Stockholders’ Representative. 11.1 By virtue Stockholders’ Representative. (a) Each of the adoption Stockholders, by such Stockholder’s execution of this Agreement or a Joinder Agreement, hereby irrevocably appoints the Merger Agreement Stockholders’ Representative as agent and attorney in fact for the Escrow Contributors shall be deemed Company and such Stockholder, and authorizes the Stockholders’ Representative (i) to have approved take all action necessary to consummate the indemnification provisions set forth in the Merger Agreement and transactions contemplated by this Agreement and the appointment Escrow Agreement, or the defense and/or settlement of ▇▇▇▇ ▇▇▇▇▇ any claims for which such Stockholder may be required to indemnify the Purchaser or any other Indemnified Party pursuant to ARTICLE X, (ii) to give and receive all notices required to be given under this Agreement, the Escrow Agreement or the Stockholder Related Agreements, (iii) to authorize delivery to the Purchaser of the Escrowed Closing Consideration or the Future Product Payments to the extent necessary for the Purchaser to exercise its rights under Section 1.7 or ARTICLE X, (iv) to make decisions on behalf of the Company and such Stockholder and take any and all additional action as is contemplated to be taken by or on behalf of such Stockholder by the terms of this Agreement or the Escrow Agreement, including, without limitation regarding (A) indemnification claims, Direct Claims, Third-Party Claims and Notices of Claims, (B) amendments to this Agreement, the Escrow Agreement or the Stockholder Related Agreements, and (C) the Future Product Payments. (b) All decisions and actions by the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(sincluding without limitation (i) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment of any agreement between the Stockholders’ Representative and the Purchaser relating to the defense or settlement of any claims for which the accomplishment of Stockholders may be required to indemnify the foregoing. 11.2 Any successor Stockholders’ Representative appointed Purchaser pursuant to Section 10.1(lARTICLE X, and (ii) of the Merger Agreement shall automatically, without any further action or notice, become agreement between the Stockholders’ Representative for and the Purchaser relating to the Escrow Agreement or the determination of the Specified Indebtedness Amount under Section 1.7 or any other matter relating to ARTICLE I or the Future Product Payments, shall be binding upon all purposes of this Agreementthe Stockholders, and no Stockholder shall have the right to object, dissent, protest or otherwise contest the same. 11.3 (c) The Company Stockholders’ Representative shall not have any liability to any of the parties to this Agreement or to the Stockholders have agreed for any act done or omitted pursuant to pay certain out-of-pocket costs this Agreement as the Stockholders’ Representative while acting in good faith, and expenses any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Stockholders shall severally indemnify the Stockholders’ Representative and hold the Stockholders’ Representative harmless against any loss, liability or expense incurred without fraud or bad faith on the part of the Stockholders’ Representative and to indemnify, defend and hold harmless arising out of or in connection with the acceptance or administration of the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Representative’s duties under this Agreement. . (d) The Stockholders’ Representative may from time shall have full power and authority on behalf of each Stockholder to time deliver claims to the Escrow Agent certifying take any and itemizing in reasonable detail all actions on behalf of, execute any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2and all instruments on behalf of, and subject to execute or waive any and all rights of, the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent IndemniteesStockholders under this Agreement, the Escrow Agent Agreement and the Stockholder Related Agreements. (e) Each of the Stockholders, by such Stockholder’s execution of this Agreement or a Joinder Agreement, agrees, in addition to the foregoing, that: (i) the Purchaser shall first pay claims be entitled to rely conclusively on the instructions and decisions of the Stockholders’ Representative submitted as to (A) the settlement of any claims for indemnification by the Purchaser pursuant to Section 11.3 from ARTICLE X, (B) actions taken in respect of indemnification claims, Direct Claims, Third-Party Claims, Notices of Claims, the Escrow Fund Specified Indebtedness Amount, and the Future Product Payments, and (C) any other actions required or permitted to be taken by delivering to the Stockholders’ Representative and/or his designees under this Agreement, the Escrow Shares having Agreement and any Stockholder Related Agreement, and no Stockholder shall have any cause of action against the Purchaser for any action taken by the Purchaser in reliance upon the instructions or decisions of the Stockholders’ Representative; (ii) all actions, decisions and instructions of the Stockholders’ Representative shall be conclusive and binding upon the Company and all of the Stockholders and no Stockholder shall have any cause of action against the Stockholders’ Representative for any action taken, decision made or instruction given by the Stockholders’ Representative under this Agreement or the Escrow Agreement except for fraud or willful misconduct by the Stockholders’ Representative in connection with the matters described in this ARTICLE XI; and (iii) the provisions of this ARTICLE XI are independent and severable, are irrevocable and coupled with an aggregate interest and shall be enforceable notwithstanding any rights or remedies that any Stockholder may have in connection with the transactions contemplated by this Agreement, the Escrow Agreement Conversion Price and/or and the Stockholder Related Agreements. (f) The provisions of this ARTICLE XI shall be binding upon the executors, heirs, legal Representatives, personal Representatives, successor trustees and successors of each Stockholder, and any reference in this Agreement or the Escrow Cash equal Agreement to a Stockholder or the Stockholders shall mean and include the successors to the aggregate amount rights of such claimsthe Stockholders under this Agreement, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

Stockholders’ Representative. 11.1 By virtue (i) In order to efficiently administer the transactions contemplated hereby, including (A) the determination of the adoption Closing Total Equity Adjustment and the Net Closing Date Payment, (B) the handling and distribution of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement Adjustment Reserve and the appointment Escrowed Funds, (C) the waiver of any condition to the obligations of the Stockholders to consummate the transactions contemplated hereby, (D) the determination of whether an Earnout Event has occurred, (E) the defense and/or settlement of any claims for which the Stockholders and the Optionees may be required to indemnify the Buyer pursuant to Section 10 hereof, and (F) the prosecution and/or settlement of the FBI Claim, the Stockholders hereby designate H. ▇. ▇▇▇▇ ▇▇▇▇▇ as their representative (the “Stockholders’ Representative”). In connection with the foregoing, the Stockholders’ RepresentativeRepresentative shall provide written notice to the Trustee of the Employee Stock Ownership Plan prior to five (5) business days of any decision regarding the settlement of any material claim. (ii) The Stockholders hereby authorize the Stockholders’ Representative (A) to make all decisions relating to the determination of the Closing Total Equity Adjustment and the Net Closing Date Payment, (B) to make all decisions relating to the handling and distribution of the Adjustment Reserve and the Escrowed Funds, (C) to take all action necessary in connection with the waiver of any condition to the obligations of the Stockholders and the Optionees to consummate the transactions contemplated hereby, or defend and/or settle any claims for which the Stockholders and the Optionees may be required to indemnify the Buyer pursuant to Section 10 hereof, (D) to determine on behalf of the Stockholders whether an Earnout Event has occurred, (E) to take all action necessary in connection with the prosecution and/or settlement of the FBI Claim, (F) to give and receive all notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofrequired under this Agreement, and demand dispute resolution pursuant (G) to Section 10 take any and all additional action contemplated to be taken by or on behalf of the Merger Agreement and comply with orders Stockholders by the terms of courts and awards of Arbitrator(sthis Agreement. (iii) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in In the reasonable judgment of event that the Stockholders’ Representative for becomes unable to perform his responsibilities hereunder or resigns from such position, the accomplishment Stockholders holding, prior to the Closing, a majority of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant Shares shall select another representative to Section 10.1(l) of the Merger Agreement fill such vacancy and such substituted representative shall automatically, without any further action or notice, become be deemed to be the Stockholders’ Representative for all purposes of this AgreementAgreement and the documents delivered pursuant hereto. 11.3 The Company (iv) All decisions and actions by the Stockholders’ Representative, including without limitation (A) any agreement between the Stockholders’ Representative and the Buyer relating to the determination of the Closing Total Equity Adjustment and/or the Net Closing Date Payment, (B) the handling and distribution of the Adjustment Reserve and the Escrowed Funds, (C) the determination of whether an Earnout Event has occurred, (D) the defense or settlement of any claims for which the Stockholders and the Optionees may be required to indemnify the Buyer pursuant to Section 10 hereof, or (E) the prosecution and/or settlement of the FBI Claim, shall be binding upon all of the Stockholders, and no Stockholder shall have agreed the right to pay certain out-of-pocket costs object, dissent, protest or otherwise contest the same. (v) By his or its execution of this Agreement, each Stockholder agrees that: A. the Buyer shall be able to rely conclusively on the instructions and expenses decisions of the Stockholders’ Representative as to (1) the determination of the Closing Total Equity Adjustment and/or the Net Closing Date Payment, (2) the handling and distribution of the Adjustment Reserve and the Escrowed Funds, (3) any agreement concerning whether an Earnout Event has occurred, (4) the defense and/or settlement of any claims for indemnification by the Buyer pursuant to indemnifySection 10 hereof, defend and hold harmless (5) the prosecution and/or settlement of the FBI Claim, or (6) any other actions required or permitted to be taken by the Stockholders’ Representative hereunder, and his affiliates and their respective Representatives no Party shall have any cause of action against the Buyer for certain losses, liabilities and expenses pursuant to Section 10.1 any action taken by the Buyer in reliance upon the instructions or decisions of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement.Representative; 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2B. all actions, decisions and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims instructions of the Stockholders’ Representative submitted pursuant to Section 11.3 from shall be conclusive and binding upon all of the Escrow Fund by delivering to Stockholders and no Stockholder shall have any cause of action against the Stockholders’ Representative and/or his designees Escrow Shares having for any action taken, decision made or instruction given by the Stockholders’ Representative under this Agreement, except for fraud or willful breach of this Agreement by the Stockholders’ Representative; C. the provisions of this Section 2(g) are independent and severable, are irrevocable and coupled with an aggregate interest and shall be enforceable notwithstanding any rights or remedies that any Stockholder may have in connection with the transactions contemplated by this Agreement; D. remedies available at law for any breach of the provisions of this Section 2(g) are inadequate; therefore, the Buyer shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if the Buyer brings an action to enforce the provisions of this Section 2(g); and E. the provisions of this Section 2(g) shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Stockholder, and any references in this Agreement Conversion Price and/or Escrow Cash equal to a Stockholder or the Stockholders shall mean and include the successors to the aggregate amount Stockholder’s rights hereunder, whether pursuant to testamentary disposition, the laws of such descent and distribution or otherwise. (vi) All liabilities, claims, obligations, fees and expenses (including reasonable attorneys’ fees) incurred by the Stockholders’ Representative (other than to the extent arising out of the Stockholders’ Representative’s fraud or willful breach of this Agreement) shall be paid by the Stockholders and (pursuant to the terms of the Optionee Agreement) Optionees based on their pro rata number of shares of Common Stock (on a fully diluted basis as if the Options had been exercised in full).

Stockholders’ Representative. 11.1 By virtue (a) The Company and the Significant Stockholders hereby authorize, direct and appoint the Stockholders’ Representative to act as sole and exclusive agent, attorney-in-fact and representative of the adoption Significant Stockholders and the other holders of Company Shares and Company Options, with full power of substitution with respect to all matters under this Agreement, including, without limitation, determining, giving and receiving notices and processes hereunder, receiving certain distributions of the Merger Agreement Common Share Price to or for the Escrow Contributors benefit of the holders of the Company Shares and the Company Options, entering into any documents required or permitted under Section 8, contesting and settling any and all claims for indemnification pursuant to Section 8 hereof, 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 Stockholders’ Representative shall reasonably deem necessary or prudent in connection with the foregoing. The Stockholders’ Representative shall have the sole and exclusive right on behalf of any Significant Stockholder to take any action or provide any waiver, or receive any notice with respect to any claims for indemnification under Section 8 and to settle any claim or 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 consistent herewith, shall be deemed absolutely and irrevocably binding on each Significant Stockholder as if such Significant Stockholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Significant Stockholder’s individual capacity, and no Significant Stockholders shall have the right to object, dissent, protest or otherwise contest the same. Any action required to be taken by the Significant Stockholders hereunder or any action which Significant Stockholders, at their election, have approved the indemnification provisions set forth in right to take hereunder, shall be taken only by the Merger Agreement Stockholders’ Representative and this Agreement no Significant Stockholder acting on its own shall be entitled to take any such action. All deliveries and payments to be made by the appointment Buyer to the Stockholders’ Representative pursuant to Sections 2.3(c) and 2.5(d) above shall be made on behalf of ▇▇▇▇ ▇▇▇▇▇ as the holders of Company Common Shares and Company Options and shall constitute full performance of the obligations of the Buyer to the Stockholders’ Representative pursuant to such sections with respect to such amounts. The Buyer shall not be liable for allocation of particular deliveries and payments of such amounts by the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement and comply with orders of courts and awards of Arbitrator(s. (b) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment The appointment of the Stockholders’ Representative for the accomplishment as each Significant Stockholder’s attorney-in-fact revokes any power of the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant attorney heretofore granted that authorized any other person or persons to Section 10.1(l) represent such Significant Stockholder with regard to this Agreement. The appointment of the Merger Agreement shall automatically, without any further action or notice, become the Stockholders’ Representative for all purposes as attorney-in-fact pursuant hereto is coupled with an interest and is irrevocable. The obligations of each Significant Stockholder pursuant to this Agreement (i) will not be terminated by operation of law, death, mental or physical incapacity, liquidation, dissolution, bankruptcy, insolvency or similar event with respect to such Significant Stockholder or any proceeding in connection therewith, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust, or any other event, and (ii) shall survive the delivery of an assignment by any Significant Stockholders of the whole or any fraction of its interest in any payment due to it under this Agreement. 11.3 (c) The Stockholders’ Representative hereby accepts the foregoing appointment and agrees to serve as Stockholders’ Representative, subject to the provisions hereof, for the period of time from and after the date hereof without compensation except for the reimbursement from the holders of the Company Shares and the Company Options, out of the Net Assets Holdback or the Stockholder Holdback, of reasonable out of pocket expenses incurred by Stockholders’ Representative in its capacity as such. Each of the Significant Stockholders hereby acknowledges and agrees, that in appointing Stockholders’ Representative as their representative pursuant to the terms and provisions of this Section 10.16, and as specified herein, Stockholders’ Representative shall not, in the absence of bad faith, willful misconduct or gross negligence, have agreed any liability to pay certain out-of-pocket costs the Significant Stockholders whatsoever with respect to its actions, decisions and expenses determinations, and shall be entitled to assume that all actions, decisions and determinations are fully authorized by each and every one of the Significant Stockholders. (d) The provisions of this Section 10.16 shall in no way impose any obligations on the Buyer. In particular, notwithstanding any notice received by the Buyer to the contrary and absent bad faith or willful misconduct, the Buyer (i) shall be fully protected in relying upon and shall be entitled to rely upon, shall have no liability to the Significant Stockholders with respect to, actions, decisions and determinations of the Stockholders’ Representative and (ii) shall be entitled to indemnifyassume that all actions, defend decisions and hold harmless the Stockholders’ Representative and his affiliates and their respective Representatives for certain losses, liabilities and expenses pursuant to Section 10.1 of the Merger Agreement. The Stockholders’ Representative may from time to time deliver claims to the Escrow Agent certifying and itemizing in reasonable detail any amounts to which the Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 of the Merger Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims determinations of the Stockholders’ Representative submitted pursuant to Section 11.3 from are fully authorized by all of the Escrow Fund by delivering to the Significant Stockholders’ Representative and/or his designees Escrow Shares having an aggregate Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount of such claims.

Stockholders’ Representative. 11.1 By virtue of the adoption of the Merger Agreement the Escrow Contributors shall be deemed to have approved the indemnification provisions set forth in the Merger Agreement and this Agreement and the appointment of (a) The Stockholders hereby appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇ (previously defined as the Stockholders’ Representative) as agent and attorney in fact for each Stockholder, for and on behalf of the Stockholders for all matters relating to this Agreement, including to give and receive notices and communications, to authorize delivery to Parent Holdback Adjustments in satisfaction of Escrow Shares, Escrow Cash or other property from the Escrow Fundclaims by Purchaser, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 of the Merger Agreement arbitration and comply with orders of courts and awards of Arbitrator(s) arbitrators with respect to claims of Indemnitees hereundersuch claims, and to take all actions necessary or appropriate in the reasonable judgment of the Stockholders’ Representative for the accomplishment of the foregoing. 11.2 Any successor (b) The Stockholders’ Representative appointed pursuant to Section 10.1(l) of the Merger Agreement shall automatically, without Representatives will not be liable for any further action act done or notice, become omitted hereunder as the Stockholders’ Representative for all purposes of this Agreement. 11.3 while acting in good faith. The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of will severally indemnify the Stockholders’ Representative and to indemnify, defend and hold harmless the Stockholders’ Representative harmless against all loss, liability, or expense incurred without bad faith or willful misconduct on the part of such Stockholders’ Representative and his affiliates and their respective Representatives for certain lossesarising out of or in connection with the acceptance or administration of such Stockholders’ Representative’s duties hereunder, liabilities including the reasonable fees and expenses pursuant of any legal counsel retained by the Stockholders’ Representative. The Stockholders’ Representative will not be entitled to Section 10.1 receive any compensation from Purchaser or out of the Merger Holdback Amount in connection with this Agreement. The Stockholders’ Representative may from resign at any time for any reason by giving written notice to time deliver claims to the Escrow Agent certifying a majority in interest of Company Shares outstanding immediately before Closing and itemizing in reasonable detail any amounts to which the a new Stockholders’ Representative or his affiliates or their respective Representatives are entitled pursuant to Section 10.1 will be appointed by a vote of the Merger Agreement. 11.4 At the time a majority in interest of the distribution of any Escrow Company Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2outstanding immediately before Closing, and subject to any such successors will serve and exercise the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemnitees, the Escrow Agent shall first pay claims powers of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to hereunder. (c) A decision, act, consent, or instruction of the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate relating to this Agreement Conversion Price and/or Escrow Cash equal will constitute a decision of all Stockholders and will be final, binding, and conclusive upon each of the Stockholders. Purchaser may rely upon any such decision, act, consent, or instruction of the Stockholders’ Representative as being the decision, act, consent, or instruction of each and every holder of interest in the Holdback Amount. Purchaser is hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent, or instruction of the aggregate amount of such claimsStockholders’ Representative.

Stockholders’ Representative. 11.1 By (a) To the fullest extent permitted by Applicable Law, the Stockholders’ Representative is hereby (i) delegated the exclusive power and authority with respect to the enforcement of the rights of the Owner Signatories under this Stockholders Support Agreement and (ii) authorized, directed and appointed to act as sole and exclusive agent, attorney-in-fact and representative of the Owner Signatories, with full power of substitution and re-substitution, with respect to all matters under this Stockholders Support Agreement and the Merger Agreement, including (A) determining, giving and receiving notices and processes hereunder, (B) receiving certain distributions payable to the Owner Signatories pursuant to this Stockholders Support Agreement for the benefit of the Owner Signatories, (C) executing and delivering, on behalf of the Owner Signatories, any and all documents or certificates to be executed by the Owner Signatories, in connection with this Stockholders Support Agreement or the Merger Agreement and the transactions contemplated hereby and thereby, (D) granting any waiver, consent or approval on behalf of the Owner Signatories under this Stockholders Support Agreement or the Merger Agreement, (E) appointing one or more successor Stockholders’ Representatives, (F) contesting and settling any and all claims in respect of this Stockholders Support Agreement and the transactions contemplated hereby, (G) resolving any other disputes hereunder, (H) performing the duties expressly assigned to the Stockholders’ Representative hereunder, (I) engaging and employing agents and representatives and incurring such other costs, fees and expenses as the Stockholders’ Representative shall reasonably deem necessary or prudent in connection with the foregoing, (J) taking any action or providing any waiver, or receiving any notice with respect to any claims in respect of this Stockholders Support Agreement and the transactions contemplated hereby, and (K) settling any claim or 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 consistent herewith shall, to the fullest extent permitted by Applicable Law, be absolutely and irrevocably binding on the other Owner Signatories as if such Owner Signatory personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Owner Signatory’s individual capacity, and such Owner Signatory shall have the right to object, dissent, protest or otherwise contest the same. (b) The appointment of the Stockholders’ Representative as each Owner Signatory’s attorney-in-fact pursuant to this Section 13, to the fullest extent permitted by Applicable Law, by virtue of the adoption of this Stockholders Support Agreement, revokes any power of attorney heretofore granted that authorized any other person to represent such Owner Signatory with regard to the Merger matters described in this Section 13. The appointment of the Stockholders’ Representative as attorney-in-fact pursuant hereto is coupled with an interest and is irrevocable. The obligations of each Owner Signatory pursuant to this Stockholders Support Agreement the Escrow Contributors shall (i) will not be deemed terminated by operation of law, death, mental or physical incapacity, liquidation, dissolution, bankruptcy, insolvency or similar event with respect to have approved the indemnification provisions set forth such Owner Signatory or any proceeding in connection therewith, or in the Merger Agreement case of a trust, by the death of any trustee or trustees or the termination of such trust, or any other event, and (ii) shall survive the delivery of an assignment by any Owner Signatory of the whole or any fraction of its interest in any payment due to it under this Agreement and the appointment of ▇▇▇▇ Stockholders Support Agreement. (c) The Stockholders’ Representative h▇▇▇▇▇ accepts the foregoing appointment and agrees to serve as Stockholders’ Representative, subject to the provisions hereof, for the period of time from and after the date hereof without compensation except for the reimbursement from the Owner Signatories, in accordance with this Stockholders Support Agreement, of costs, fees and expenses incurred by Stockholders’ Representative in its capacity as such. (d) The Stockholders’ Representative shall be entitled to be reimbursed by the other Owner Signatories (including by offsetting such amount against any amounts owed to the Owner Signatories), and such Owner Signatory agrees to so reimburse the Stockholders’ Representative, to give and receive notices and communications, to authorize delivery to Parent of Escrow Shares, Escrow Cash or other property make the Stockholders’ Representative whole for such shortfall. Upon written notice from the Escrow FundStockholders’ Representative to the other Owner Signatories as to the existence of a shortfall, to object including a reasonably detailed description as to such deliveriesshortfall, such Owner Signatory shall promptly deliver to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 10 the Stockholders’ Representative full payment of its ratable share of the Merger Agreement amount of such shortfall. (e) For all purposes of this Stockholders Support Agreement, Parent shall be entitled to rely conclusively on the instructions and comply with orders of courts and awards of Arbitrator(s) with respect to claims of Indemnitees hereunder, and to take all actions necessary or appropriate in the reasonable judgment decisions of the Stockholders’ Representative for as to the accomplishment settlement of any claims in respect of this Stockholders Support Agreement and the foregoing. 11.2 Any successor Stockholders’ Representative appointed pursuant transactions contemplated hereby or any other actions required or permitted to Section 10.1(l) of the Merger Agreement shall automatically, without any further action or notice, become be taken by the Stockholders’ Representative for all purposes hereunder or in connection with any of this Agreementthe transactions and other matters contemplated hereby. 11.3 (f) The Company Stockholders have agreed to pay certain out-of-pocket costs and expenses of the Stockholders’ Representative shall not, in the absence of bad faith, willful misconduct or gross negligence, have any liability to the other Owner Signatories whatsoever with respect to its actions, decisions and determinations under this Stockholders Support Agreement, and shall be entitled to indemnifyassume that all actions, defend decisions and hold harmless determinations under this Stockholders Support Agreement are fully authorized by the other Owner Signatories. (g) The Stockholders’ Representative and his affiliates and their respective Representatives for certain lossesshall be entitled to rely upon any order, liabilities and expenses pursuant certification, demand, notice, instrument or other writing delivered to Section 10.1 him hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the Merger Agreementservice thereof. The Stockholders’ Representative may from time act in reliance upon any instrument or signature believed by him to time deliver claims be genuine and may assume that the person purporting to give receipt or advice or make any statement or execute any document in connection with the Escrow Agent certifying provisions hereof has been duly authorized to do so. The Stockholders’ Representative may conclusively presume that the undersigned representative of any party hereto that is an entity other than a natural person has full power and itemizing in reasonable detail any amounts authority to which instruct the Stockholders’ Representative or his affiliates or their respective Representatives are entitled on behalf of that party unless written notice to the contrary is delivered to the Stockholders’ Representative. (h) The Stockholders’ Representative may act pursuant to Section 10.1 the advice of counsel with respect to any matter relating to this Stockholders Support Agreement and shall not be liable for any action taken or omitted by him in good faith in accordance with such advice. (i) Parent hereby agrees that the Stockholders’ Representative shall not, in its capacity as such, have any liability to Parent, Merger Sub or the Surviving Corporation whatsoever with respect to his actions, decisions or determinations under this Stockholders Support Agreement. 11.4 At the time of the distribution of any Escrow Shares or Escrow Cash to any Escrow Contributors pursuant to Section 8.1 or Section 8.2, and subject (j) Notwithstanding anything to the retention of Escrow Shares and/or Escrow Cash by the Escrow Agent pursuant to Section 8.1 or Section 8.2, as the case may be, in respect of Indemnification Demands made by any Parent Indemniteescontrary herein, the Escrow Agent shall first pay claims rights, powers, benefits and obligations of the Stockholders’ Representative submitted pursuant to Section 11.3 from the Escrow Fund by delivering to the Stockholders’ Representative and/or his designees Escrow Shares having an aggregate under this Stockholders Support Agreement Conversion Price and/or Escrow Cash equal to the aggregate amount shall survive any termination of such claimsthis Stockholders Support Agreement.